New Horizons
by one winged nightmare
Summary: The Tennyson Cousins have lived an interesting and exciting life. Now in high school they face even more challenges, some old, some new. They will learn what it means to live, to suffer and to love; but most importantly they will learn they are stronger together than they are apart. BWEN. Rated for language and adult situations.
1. Embarking

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Embarking

Bellwood used to be a quiet place. Nothing much happened on a regular basis. Crime was low and it was a nice place to raise a family. They have a good size mall, any kind of restaurant you could want and there is even a beach. That all changed seven years ago when a ten year old boy found a device the size of a watch while on his summer vacation.

Since that day the existence of aliens, supervillains and even superheroes has been known to everyone throughout the world. Since that day, Bellwood was never the same. Now it wouldn't be considered uncommon to see a four armed humanoid robbing a bank only to be chased by a dinosaur and a young girl in a dark suit throwing energy bolts. Nor would it be unusual to see a spaceship hovering in the sky or land in a park.

The existence of the plumber organization was also revealed to the public as the defenders of earth from extraterrestrial threats. Sort of like space police. Everyone on earth seemed to be generally accepting of the knowledge that such things exist; even if there were still lingering doubts and out right prejudice against such things.

But none of that is the focus of our tale. Our tale takes us to Bellwood high school where the students are getting ready to head home after another long day of learning. The air was buzzing with talk of the upcoming dance held at the end of every spring for everyone who wasn't a senior. In the halls of the institution of learning we find one of the local celebrities, who is frequently seen fighting against what has become affectionately known as 'freak of the week'.

He's a dark haired youth with a muscular build and wears a black t-shirt and jeans. He goes by the name of Kevin. Kevin was currently standing next to his locker… laughing his ass off. "hahaha, dude. I swear only you could be so lucky and unlucky at the same time hahaha."

"I fail to see the humor here Kevin," Ben Tennyson said as he closes his locker after putting his books away, glaring slightly at the taller teen. He is another local celebrity. After the discovery of the omnitrix and all his adventures that summer, Ben and his cousin Gwen continued to do what they do best. Help people and save lives. When their parents found out about their hero work, they were reluctant to allow their activities but Ben and Gwen eventually convinced them otherwise.

The cousins knew Kevin from that fist summer but as an enemy. Once they had defeated him, he had been incarcerated by the Plumber organization for his crimes. After some time had passed he had been released from his imprisonment for good behavior and works with the plumbers on probation. He was put under Max Tennyson's supervision and that's how he got in touch with Ben and Gwen again.

Admittedly their reunion was less than pleasant as both Ben and Gwen clearly remembered all the times Kevin tried to kill one or the other. Ben was furious at first when he found out he would be forced to work with his former nemesis. Gwen was still reluctant but willing to give him a chance so Ben begrudgingly accepted the situation.

For the most part Kevin proved to be an asset to their team and Ben was mistrusting him less. He still would never fully trust him however and kept a sharp eye on the other teen most of the time.

"If you were in my position, you'd be laughing your butt off too. I mean seriously Tennyson, how long did this one last a month, month and a half?" Kevin was still grinning with his hands on his hips.

Ben lowered his eyebrows in thought, and then glanced over at his acquaintance, "two weeks, why."

Kevin shook his head still grinning, "That's a record I think. Bad timing too; I mean three days before the dance."

Ben started walking toward the exit so he could leave. "Who are you telling? Now I have a completely useless ticket unless a miracle happens and I can get a date before Friday."

Kevin walked to his right shrugging his shoulders. "I wouldn't worry too much man. You're Ben 10! You're a hero! You're not on my level yet but you might get there some day." he said grinning like a shark. That was something else that had changed in the past seven years. His fame as a known hero had garnered him a lot of popularity with the opposite sex, Kevin too of course. While at first it was fun and a huge boost to his already inflated ego, now it was a burden he had grown tired of.

Ben rolled his eyes in exasperation, "yes, that's just what I need. Some obsessive fangirl who hangs off of everything I say or some glory hound trying to make a name for herself by dating 'the' Ben 10. Since Stephanie fell in to the latter category I think I'll pass. I swear I should listen to Gwen more often."

"Hey don't knock obsessive fangirls. They'll do anything, and I do mean anything," Kevin said with a leer. Kevin, of course, reveled in the attention and flaunted it as much as possible.

Ben stopped just outside the door to the parking lot and turned with one eyebrow raised. "You know there might have been a reason I want to stay a virgin. Oh wait, that _**is**_ the reason!" he said sarcastically.

Kevin just scoffed saying, "you'll change your tune when you finally get laid dude, trust me. You know Gwen and I broke up because she wouldn't give it up."

Ben wished he could forget that fact. Those two dating that is. When Ben found out Gwen was dating Kevin it had caused the biggest argument of their lives. Gwen had decided to trust Kevin a little too much in his opinion. He even brought up the fact that Kevin had tried to kill her on several occasion. That was something he was never going to forgive. It had gotten to the point where they had been shouting at each other for ten minutes before Gwen's parents had to pull them apart and they didn't speak to each other for a month. They had eventually reconciled, though Ben had given Kevin a stern warning. Not that it did any good. When she broke up with him, Ben had consoled her even though on the inside he was smugly rejoicing while at the same time raging to beat the other teen in to a coma.

Ben glared at him harder, "Since we tell each other pretty much everything… yes I do know that. Besides _**she**_ broke up with you and _**you**_ should be thankful. You have any idea what Uncle Frank would have done to you if you had been able to pressure her into having sex? Or what I would have done for that matter."

Kevin scoffed again, waving his hand dismissively, "whatever man."

Ben looked at him flatly before walking off to his car, Kevin following closely. "Remind me again why I talk to you."

Kevin laughed, "haha because I make you look good Benji boy."

Ben closed his eyes and sighed in exasperation, "right. Look, I've gotta run. I'm meeting Gwen for smoothies later and I don't want to be late."

Kevin smirked and stopped so he could turn to his own car. "Say hi to your girlfriend for me when you see her." Without turning or stopping Ben gave Kevin the international sign for good luck on his way to his car. Kevin just shook his head as he walked to his vehicle and drove to his garage.

Getting in his own car, Ben started it up trying to decide what to do about the dance in a few days. His options were limited and time even more so. As he drove toward his house he sighed not knowing what to do.

* * *

On the other side of school, Gwen was exiting her last class for the day. As she walked to her locker with her friend, Stacey, she was going over her mental checklist she had to get done before meeting Ben later. She was lost in thought as Stacey chatted about… well she wasn't sure what as she had tuned most of it out. She was brought from her thoughts when Stacey said something that caught her by surprise just as they got to their lockers.

"Man I wish I could find a guy like Ben you know?" she said wistfully.

"Hmm? What do you mean like Ben?" Gwen inquired curiously.

Opening her locker, right next to Gwen's, she rolled her eyes, "Oh come on red. You always talk about how nice and caring Ben is. If I didn't know better I would say it sounds like _you_ want to date him. Not that I would blame you." She said closing her locker.

Gwen blushed brightly, hiding her face inside her locker. "Don't be ridiculous! He's just a really nice guy. I hate that he goes out with high strung floozies like Stephanie Winthrop," she glared at said girl as she walked passed Stacey and herself but the cheerleader never noticed; "when he could do so much better."

Stacey nodded her assent, "I know right? He's nice, caring, good looking and not stupid." Holding her hand up, she counted each point by raising a finger. "What's not to like. I talked to Julie about when they went out and she said she was considering giving it another shot. He would just have to stop talking about you though."

Gwen looked at Stacey skeptically as she closed her locker and the two started toward the parking lot. "He really talks about me?"

Stacey nodded again, "apparently. I've never hung out with him but from what Julie said, he would compare things they did to things you guys did. There were other things too I guess. That kind of seemed like a really big reason they broke up so much." Gwen was really surprised to hear such a thing. "Sooo… if Ben and Stephanie were ever to, I don't know, break up; would you mind if I went out with him?"

Gwen was a little taken aback by the question having never thought about it before. "Well… I-I don't know. I mean, I don't think I would mind, It's just…"

Stacey's hopeful look drooped a little, "Aww what? Is he a raging pervert or something?"

Gwen blanched before scoffing at the notion, "Ben, a pervert?!" She waved her hands around dismissively to dispel any thoughts on the matter. "No, no, no he's definitely not that. He doesn't even look at porn like most of the boys at this school."

Stacey blinked owlishly back at her friend, "I don't know whether to be relieved by the fact; or disturbed that you know it in the first place."

Gwen coughed looking away with another blush. "Let's go with the first one."

Stacey nodded in agreement. "Right… So why would you have a problem with me dating your cousin?"

Gwen thought about it for a moment. _"Why would I have a problem with it? It's Ben's life, he can date whoever he wants."_ she thought.

 _ **"Remember when he dated Julie? You hated all the attention he gave her,"**_ said the other part of her mind.

 _"At first maybe but then I started dating Kevin and it wasn't so bad."_ she retorted.

 _ **"Yeah… that turned out sooo well for you didn't it? Admit it; you only dated Kevin to see if Ben would get jealous."**_ her other side accused.

 _"So didn't! That doesn't even make any sense."_ Gwen denied.

 _ **"You know; 'denial isn't just a river in Egypt.'"**_ her other side said smugly.

 _"Oh shut up! We're talking about Ben not me!"_ she retorted hotly.

Thinking her logical side had won her mental cheer was interrupted by, _**"You're the one arguing with yourself honey."**_

Shaking her head she answered with something that was plausible. At least she hoped it was. "Look, I'm just not sure if it's a good idea. You're my friend; he's my friend and my cousin. What if you two don't work out? It could be really awkward whenever we saw each other and I would have to choose sides, and I couldn't do that and…"

Stacey interrupted with a hand on her shoulder, staring at her with a deadpan expression. "Gwen you're rambling again. You know you could have just said you prefer I didn't."

Gwen blew out and exasperated breath that ruffled her bangs. "That's just it Stacey, I don't know. I know it wouldn't necessarily be like I said but it could and I don't want that to happen; to either of you."

Stacey shrugged her shoulders, "yeah I guess. You don't think he would hurt me do you? You said he's become so much more mature over the years." She said a little worriedly.

Gwen smiled at Stacey in reassurance. "No you wouldn't have to worry about that either. He has become a lot more mature and he's loyal to a fault. Believe me I know that from experience. I'd dare say he's even husband material." Both girls stopped walking in the parking lot. Shock was written all over Stacey's face and Gwen's was frozen in confusion. _"What the hell did I say_ _ **that**_ _for? Is it true?"_ She thought of all the qualities she thought would make a good husband and found that, yes, Ben had many of them. She wasn't so naïve to think she would ever find anyone with every single one but Ben had a majority of them, he even had all the most important ones.

Stacey turned toward Gwen with eyes as wide as dinner plates. " _ **Wow!**_ That is such high praise coming from you. Now you have to let me go for it."

Gwen shook her head to get her thoughts back on track. She smiled at Stacey and said, "I guess it is pretty high praise. You know what? If Ben ever does the sensible thing and drops miss stick-up-her-ass; go for it." On the inside though, Gwen's thoughts were a maelstrom.

Stacey gasped then giggled, not being used to Gwen using profanity. The two friends hugged in farewell heading to their vehicles, then home. As she drove home, Gwen kept going through her thoughts since the bell rang. They were still in turmoil having never been down that road before.

When she broke up with Kevin she was distraught enough to almost swear off of dating completely. She was so grateful that Ben was there to give her the support she needed. He had shown a tremendous amount of compassion as she laid her troubles on his shoulders. She knew from the beginning he was against her dating Kevin and could see the fury in his eyes as she told him of how the other teen had wounded her. She actually had to extract a promise from him not to do anything in retaliation, though it was like getting blood from a stone. At the time she told herself it was for the sake of the team; but now she would admit it was because she didn't want Ben to do something he would regret for her sake.

The whole affair left her feeling disjointed so she really had no idea how she would feel about her friend dating her cousin. She wasn't afraid of either one hurting the other. Ben was too much of a gentleman and Stacey was a sweetheart. What bothered her was, _"are they right for each other?"_

She shook her head to clear it as she pulled in to the driveway of her house. She had some studying to do before she met Ben for their weekly ritual.

* * *

A couple of hours later Ben sat in the parking lot outside Mr. Smoothie contemplating all that had happened today. Not that a lot happened, he was still pondering over his break up with Stephanie and how or even if he was going to try for another date before the dance. Drumming his fingers on his steering wheel he sighed before turning the car off and began to spin the keys on his finger.

"Of all the rotten things to happen, she had to break up with me today. Now who the heck am I going to get to go to the dance." Leaning back in his seat he started to go over possibilities. "Let's see… Julie? No, she said I was too high profile. How 'bout… Caroline? Nope, she's too high maintenance. Susan would be a good one but she has a date." Running out of ex-girlfriends he was quickly becoming bored.

Sighing again and giving up for the moment he got out of his car and walked to his favorite place to get refreshment. He opened the door to Mr. Smoothie and immediately spotted Gwen. She was sitting in their usual spot sipping on her drink, reading The Great Gatsby. Probably an English project but with her one never knew. He stared for a moment noticing the sun reflecting off her vibrant red hair. It looked like a waterfall of pure copper cascading down her shoulders. Her eyes, which sparkled like the clearest of emeralds, stared intently at the book.

Shaking his head from his reverie he continued to the table with a bright smile. "Hey dweeb, sorry I'm a little late."

Gwen just noticing him for the first time placed her book and smoothie on the table so she could greet him properly. "Hey doofus, I was starting to wonder if you were going to stand me up today."

They had been calling each other 'dweeb' and 'doofus' for as long as they had known each other. They used to be insults used to annoy one another but had become their own term of endearment over the years. He was pretty sure they would never stop calling each other names.

Ben chuckled lightly, "nah I just got hung up a little. I have my final in Mr. Son's class tomorrow and I have to make sure I'm ready. You have his wife for Chem right?"

Gwen nodded lightly, "Yeah, but everyone calls her Mrs. Satan (note 2) behind her back. If anyone asks it's because that's her maiden name, but really it's because of how hard her class is."

Ben nodded at her reasoning and chuckled again. "Yeah that sounds about right. You know I wouldn't stand you up though. This is about the only time I can really catch up with my favorite red-head during the week," he said as he embraced his cousin and best friend warmly.

Gwen returned the hug with a smile though he couldn't see it. Ben was a couple of inches taller than Gwen, him having hit a huge growth spurt when they were twelve. They rested their heads on each other's shoulders just before releasing the hug and sitting at their table.

Once seated Gwen slid a cup with a smoothie to him, and he gratefully took a huge sip. Sighing in satisfaction he slumped in his chair to get a little more comfortable. "Thanks… you have no idea how much I needed that," he said with a nod and smile toward her. She smiled back just enjoying spending time with him. "So I found out I passed my Bio final today, thanks for all your help."

Gwen smirked, "no problem. I knew you could, you just needed the right push." They had alternated studying at each other's houses until the night before the exam. He had practically sweated through the entire test, at the end still unsure if he would even pass or not. "What did you get on it anyway?"

Ben coughed to the side, mumbling his answer which prompted Gwen to raise an eyebrow in question. Huffing slightly he spoke loud enough for her to hear but not anyone else, "I said I got a 96."

Gwen smirked knowingly. "Now was that really so hard to say?" Glaring slightly he took another sip of his drink so he wouldn't have to answer. Still grinning Gwen continued their conversation. "So what else happened today? I heard Julie mention something about you and Stephanie earlier but she ran off before I could ask her." Of all his ex-girlfriends, Julie Yamamoto is the only one he really talks to still. She is actually a friend to both him and Gwen even going so far as to help them out occasionally.

 _"I should have known Stephanie wouldn't keep her mouth shut,"_ he thought. Tapping his finger on the table he said, "I guess there's no point in denying since the whole school will know by tonight… Stephanie broke up with me today."

Gwen was surprised to note he didn't sound all that disappointed about that fact but was glad to hear the news herself. She never liked the blonde chit. She was the stereotypical cheerleader type who looked down on anyone not in her circle of friends and even that was no guarantee. She suspected the only reason she dated Ben was to increase her popularity and told him so almost weekly. "So what happened this time?"

Ben hesitated for a moment then sighed resignedly, "I'm probably going to regret this but… you were right. She only wanted the popularity points by dating a known celebrity. She even called me a 'class A loser' when she broke it off."

Gwen put her hand on top of his in comfort, smiling sympathetically. "Well she's wrong Ben. You are definitely _**not**_ a loser. I think you were the best thing to ever happen to her." He smiled in thanks so she continued, "You know it wasn't about being right and it wasn't even that I never got along with her. I really did hope I was wrong that she was eventually going to let you down and for what it's worth… I am sorry."

Ben sighed tiredly, "no it's ok and don't be sorry. You were right and to be honest I'm glad. I should have listened to you; she is kind of a bitch." Gwen giggled cutely when he said that. He paused to take another sip of smoothie before putting it down. "Besides it's not like we were engaged."

 _"Thank God for small miracles,"_ Gwen thought in relief.

"The only problem is now I have a ticket to the spring formal, two actually, but no date. So my options are A: go by myself or B: hope that I can find someone willing to go with me who won't stand me up."

Gwen thought for a moment with her chin in her hand. She couldn't really think of a good solution to his dilemma. "What about asking Julie. I'm sure she wouldn't mind."

Ben shook his head having, of course, considered this. "Already thought of that. I don't really want to ask her because the whole reason we broke up is because I'm too high profile for her. Plus there's the whole we dated off and on for a year… awkward~. Besides she's going with a few of her other friends and I don't wanna be a heel."

Gwen had to admit he had valid points on that. Nodding in concession to his reasoning she was determined to help him figure out what to do. "Right, so no ex-girlfriends, got it." Thinking a moment she had an idea. "Too bad cousin Lucy doesn't go to our school. She'd be more than happy to go."

Ben looked at her in surprise, "wait, she didn't tell you?"

Gwen raised an eyebrow and frowned, "tell me what?"

Their cousin Lucy, who was actually an alien and the cousin of their Cousin Joel's wife, moved with Cousins Joel and Camille to Bellwood about a year ago. Since then they tried to spend as much time with her as they could and became quite good friends. She was easy to get along with, having a quirky, and very curious personality. They went to different high schools though so had to limit their time during the week to video calls and hanging out around town.

Ben raised an eyebrow at Lucy's forgetfulness. "She may not be going to our school but she's definitely going to the dance. Her boyfriend goes to our school."

Gwen frowned in disappointment though Ben could see the astonishment behind it. "She neglected to mention that the last time we spoke. Ooooh she is so going to get it next time I see her."

Ben had to laugh at her expression and couldn't help but feel sorry for Lucy. Just a little anyway.

Meanwhile Gwen switched her irritation to Ben saying, "oh don't think you're off the hook either mister. Why didn't you tell me before now?"

Ben's laughter died down to slight chuckles. With a shrug he said, "hey relax, don't blame me. I thought she told you already. I figured I was the last of the two of us to know." When Gwen didn't seem to be appeased, he tired a different approach. "To be fair, I only found out Monday when I talked to her on the phone and she's been dating the guy for a few months apparently."

The irritation left Gwen in that instant, unable to stay mad at Ben. It wasn't his fault Lucy didn't tell her. "You're right Ben, sorry." She apologized as her face became more relaxed.

Ben waved off her concern with a smile to let her know it was ok and she smiled back. Still unable to come up with a solution to his original problem, he began to ponder on what to do when his gaze strayed to Gwen. She was currently sipping on the remainder of her smoothie not really doing anything when an image suddenly came to him.

Superimposed over Gwen he saw her sitting in the same position but her hair was done up in a bun held by two chop sticks with a little hanging down her back. She also had on a flowing purple gown with blue sequins that hugged her curves. She had on a slight dusting of blush on her cheeks and her lips were shimmering from the gloss she wore. He vaguely thought he detected the smell of strawberries but that might have just been her smoothie. The dark eye shadow she was wearing brought out her vibrant emerald eyes. It almost looked like they were glowing.

As soon as it was there, the image disappeared but Ben couldn't get it out of his head. It did however give him an epiphany. "Hey Gwen, how about if you go with me?" he asked with a thoughtful look on his face.

Gwen's eyes widened and she had to cough because the smoothie tried to go down the wrong way when she inhaled. When she got her coughing fit under control she glared lightly at Ben. He was looking sheepishly at her in apology. "Next time you ask something like that… wait until I don't have a mouth full of smoothie!" Her contrite cousin mouthed 'sorry' and put his head down blushing. "Why would you ask me that anyway?"

Ben shrugged his shoulders not really seeing a problem with the question. "Why not Gwen? Give me one good reason why you can't go with me."

Gwen stared at him incredulously, "Oh gee, let me think… I'm you cousin."

Ben stared back at her deadpan, "you literally _**just**_ suggested I ask Lucy and she is also our cousin."

Gwen blushed and looked away having momentarily forgotten that. "So not the same thing. She's barely related to us and she's a full Lenopan."

Ben had the same expression on his face as he leaned a little toward Gwen with his elbow on the table. "What does that have to do with anything? You and I are a quarter Anodite."

Gwen stared at the table trying to come up with a good comeback but was hard pressed to counter Ben's logic, which for once was sound. "It's got nothing to do with it. Look… why do you want to go with _**me**_?"

Ben thought he was starting to get the picture now. Sitting back he folded his hands behind his head in a semi relaxed manner. This was just so he wouldn't be seen wiping his sweaty palms on his pants. _"Why the hell are my hands so sweaty?"_ Aloud he said, "Why wouldn't I want to? I know you. I know you can dance. I know you look good in a formal dress." She blushed again when he said that but he was looking at the ceiling so didn't notice. "Probably the best reason is you know me. You aren't going to expect anything spectacular, or… anything else. We can just go and have fun. No pressure."

Gwen had glanced at him about halfway through his explanation and had a bewildered expression on her face as well as a deep blush. In all their time together he had _**never**_ said anything to her like that. _"That's probably the sweetest thing_ _ **anyone**_ _has ever said to me."_ All the other reasons to say no in her head were being slowly destroyed. All she had was one thing, "b-but… we're cousins." She said weakly.

Ben moved his head slightly to gaze directly into her eyes. "We're also best friends. There's nothing wrong with friends going to a school social function. I can't think of a better person to take if you want to know the truth."

Gwen's gaze was locked on her cousin's. Her throat felt dry and she swallowed to moisten it. "What if I said no?" she croaked. Her mind was racing. She couldn't understand what was going on with her at the moment. _"Why is what he is saying affecting me so much?"_ Ben smirked and started leaning his face toward hers never breaking eye contact. They used to do this when they were younger to see how far the other would go before one of them would back off. _"WHAT IS HE DOING?!"_ her mind screamed in a panic as he came way closer than what they usually did.

When their noses were a mere five centimeters apart he lowered his voice to just above a whisper. "Then I'll just keep asking until you do say yes. Not like I'm proposing marriage here," he said. His warm breath wafting across her face sent a shiver down her spine and she could smell the blueberry and banana smoothie he had been drinking.

For some reason the words 'proposing marriage' made her head feel like it was full of cotton. He moved back and she let out a _**very**_ shaky breath she didn't realize she had been holding. "I-I guess I'm not really doing anything on Friday." Inhaling deeply she steadied her breath. "Sure, sure… I'll go with you," she nodded with a smile in his direction. She quickly grabbed her smoothie, the drink cooling her hands, which were very warm for some reason. Taking a sip she gazed at the smiling face of her doofus cousin and couldn't help but smile in return.

After finishing their smoothies both Tennysons stood and with a final hug in farewell they parted outside to head to their respective homes. Ben was filled with joy that he was able to convince Gwen to go to the dance with him. For a moment he stopped to think why but shrugged it away. Gwen was filled with happiness and something else she couldn't identify. It's something she's never felt before and she didn't know whether to be terrified of it or not. It wasn't a bad feeling, it was just… different. She was also feeling a little unsettled by their interaction. _"What the hell was that about? Doofus has never been able to fluster me that easily."_

As she lay down to sleep, Gwen decided to give it thought some other time. With that thought she drifted in to a restful slumber completely unaware that a new journey was about to begin for her.


	2. May I Have This Dance?

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

May I Have This Dance?

Tonight was the night. It was Friday and the night of the spring formal. Gwen still couldn't believe Ben had asked her to go to the dance with him. When she had told her parents, she was puzzled by their reaction as they were excited that she was going, even if it was with her cousin. She still didn't know quite how to feel about it. On the one hand she _is_ excited to be going and Ben is a great guy. She knows they will probably have a good time. It was the reaction of all the other students she was worried about.

The day after he invited her, she had told Stacey about Ben's break-up and subsequent asking her to the dance. Her friend had merely blinked and had a strained smile until Gwen explained they were going simply to hang out and have fun. It was then that Stacey admitted to being slightly jealous but wasn't angry. She had said, "I told you already I wouldn't blame you if you did want to go out with him." Gwen had explained, very awkwardly, that they weren't dating and if she wanted to try she was still welcome to. Still, she was shocked at the admission and declined to think on it further. It hurt her head too much.

Gwen was in her room finishing up her outfit for the evening. She wore a solid dark royal blue, off the shoulder ball gown made of satin. The bodice dipped low between her breasts and hugged her waist, accentuating her femininity. The material was comfortable at least. _"I spent five hours in the mall to find this so he better appreciate it,"_ she thought. Her hair was done in a loose bun with ringlets hanging by her ears which were adorned by a pair of Tahitian Pearl stud earrings. She had on a light dusting of rouge and her lip gloss had a little glitter in it tonight.

As she checked herself in the mirror one last time she heard the doorbell ring. "Ok Gwen, are we ready for this?" She smiled in the mirror but it was strained. Her smile dropped and she sighed while closing her eyes. "Too late if we aren't I guess." Looking back in the mirror she steeled her resolve, "here goes nothing."

Exiting her room she gently closed the door and walked toward the stairs. She could hear Ben talking to her father as she descended one step at a time. When she got to the bottom all conversation ceased save for he mother saying, "There's our princess."

Gwen stared at Ben. He wore a pair of black slacks with a blue shirt and red/black striped tie. He also had on a black vest under a black three button jacket, and his hair was parted neatly to one side. He looked infinitely better than when he was ring bearer in Cousin Joel and Camille's wedding. _"Wow, he cleans up nice when he wants to,"_ she thought. It was his expression that caught her attention and made her blush however.

For Ben's part, he was stunned. When she came downstairs his jaw almost hit the floor and his eyes nearly popped out of his head. He knew Gwen was gorgeous but now he was thinking; _"all she needs is a pair of wings and a halo and she'll be the very vision of what an angel looks like."_ It took him a moment for his brain to re-boot and Gwen just stood there the whole time. "Excuse me your grace," he said with a bow. "I'm looking for my cousin Gwen and would like your permission to escort her to the ball." He was smiling when he stood strait again.

Gwen giggled behind her hand blushing deeper with the way he was acting. "Doofus," she whispered while shaking her head. Though her blush faded she was still smiling radiantly as she walked over to her father and cousin. For some reason it felt good to get that reaction from him. "Are we ready to go or do you need a minute to pick your jaw off the floor?"

Ben huffed lightly and blushed himself but didn't say anything making Gwen's parents laugh. Ben chuckled however, unable to get upset at Gwen. He gave her a warm hug saying, "let's get out of here before we can't get a table."

Gwen's parents each gave her a hug, her mother saying she looked beautiful and making sure she had everything she needed to which Gwen gave her assent. As Ben held his arm out for her, she took it still smiling at how chivalrous he was being. _"So this is what it must have been like for Julie."_ She had heard the stories from the Japanese girl.

On their way out the door Gwen's dad, while grinning and waving mischievously, quipped, "don't stay out too late and don't forget to use protection kids."

Both teens froze, Gwen spinning around to glare at her father saying, "DADDY!"

Simultaneously Gwen's mother slapped him on the arm _hard_ while shouting, "FRANK!" with an equally outraged glare on her face.

Ben was blushing so hard his ears were burning. He pinched the bridge of his nose with his eyes closed. Without turning he said, "I'll have her home by 11 p.m. aunt Lilly."

Gwen's mom nodded while still glaring at her husband who was sheepishly rubbing his now sore arm. "Thank you Ben."

With that Ben nodded and Gwen turned around so they could leave the house. Once in his car and on the way to the school a semi uncomfortable silence settled over them. Both were embarrassed beyond words and were thinking about the implication of her father's joke. Gwen was the first to break the silence, "sorry about my dad Ben. He's always had a dry sense of humor."

Ben just nodded afraid to say anything due to his thoughts, which were not exactly pure. _**"She really has grown in to a beautiful and sexy woman."**_ a voice he had never heard before opined.

" _Woah, she's your cousin man you can't be thinking about her like that,"_ he thought in a panic. He tightened his grip on the steering wheel so he wouldn't loose control of the car.

" _ **Why? It's true isn't it?"**_ argued the other part of his mind.

Thinking further on the matter he had to agree, _"Yeah I guess it is. Why doesn't that bother me?"_ he mused, his easy going smile was slowly returning.

Unaware of Ben's inner turmoil Gwen was thinking back to when she first came down the stairs. "You know you never did say how I look. That's kind of rude Ben," she teased with a smile.

Ben could tell her mood had changed back to what it was before her dad's joke and smiled. "I figured it was obvious what I thought when my jaw hit the floor princess," he teased back with a wink in her direction. She lightly slapped his shoulder and giggled. After her giggles died he took a moment before answering her seriously. "Honestly Gwen I always knew you were pretty but tonight you just look…" He paused to try to find the right word then smiled when he remembered his thoughts when she first came down. "…angelic."

Gwen stared at her hands in her lap with a deep blush on her face. "Thank you Ben. No one has ever said anything like that to me except my parents." Her heart was fluttering and she smiled. She was glad she wore make up with how much she seemed to be blushing tonight. _"He's being so nice to me,"_ she happily thought.

They drove the rest of the way to the school in companionable silence, both wearing bright smiles on their faces. Once Ben parked his car he opened Gwen's door and held out his arm for her. Looping her arm through his they walked to the entrance to the gymnasium where the dance was being held. On their way to the doors they saw some people they knew and a lot they didn't. Some of the guys eyed Gwen with interest which earned a slap on the arm, elbow in the stomach or heel to the foot from their dates. In some cases the stares continued a little too long and earned the offenders a glare from Ben.

Ben earned a lot of stares himself from the unescorted females and even some of the escorted ones. He never noticed but Gwen did and tightened her grip on his arm. Once they handed their tickets to the chaperone at the entrance and entered the gym proper they stared.

The gym was decorated to look like the Great Barrier Reef and it looked like they went all out on it. The DJ booth was set up in the center with what almost looked like live coral around it and even the tables had seashells and conches on the tablecloths. There was a long buffet table set up on one side with snacks and finger foods of all kinds. It was definitely a catered affair. "I get the sudden urge to go Ripjaws right now," Ben said idly.

Gwen only nodded with her mouth open looking around in wonder. Until she saw Kevin and his date walk up. "Oh great, here comes Mr. wonderful," she said, sarcasm oozing from her pores.

Ben frowned with raised eyebrow thinking, _"as if I needed a headache tonight."_ As the grinning boy walked up to them with a petite dark haired girl on his arm he said, "Hello Levin."

Kevin just grinned wider, "Well, well Tennyson. Or should I say Tennysons?" He smirked with his own eyebrow raise. "Looks like you found your date after all. Too bad it's Gwen though."

Gwen glared and Ben clenched his fist saying, "and why would that be?"

Kevin shrugged as if it was the most obvious thing in the world. "You're here with your cousin dude. No chance of any extracurricular activities tonight if you catch my drift." He clarified wiggling his eyebrows while his date giggled.

Both Tennysons rolled their eyes shaking their heads. "You always did have a one track mind Kevin. Are you gonna be around all night?" Ben asked but thought, _"Please say no, please say no."_

The dark haired boy scoffed, "as if! This is so lame. I just came to get out of the house and mingle a little. Then me and sweet cheeks here," he said smacking his date on the ass. She yelped and blushed brightly. "…are gonna bail and have some _**real**_ fun."

Gwen looked on as if she was going to puke and Ben rolled his eyes. "Why did I even ask? I guess I'll see you around then."

Kevin walked away laughing, "Not likely man. Don't do anything I wouldn't."

"Like _**that**_ leaves a whole lot out," Ben muttered. He glanced at Gwen who gave him a look that said 'not a word'. He mimed zipping his mouth shut and they continued through the crowds to the buffet table. There was a pretty nice spread. Gwen filled her plate with bruschetta and mozzarella sticks. Ben took crab stuffed portabella mushrooms, a couple of teriyaki skewers and gyoza. He got a taste for Japanese food while dating Julie. After filling their plates they each got a cup full of sparkling Hawaiian Punch and found a table to sit at.

Once seated, they marveled at the decorations for a while munching on their food and making small talk. They were almost finished eating when one of the chaperones came up to them with a smile, Ben recognizing him immediately. "Mr. Son, I didn't know you would be here!"

"Hello Benjamin," his teacher said with a smile and Ben stood to shake his hand. The man looked at the proffered hand, shaking his head. "Now, now Mr. Tennyson, is that any way for fellow warriors to greet one another?" He said with a smirk. Ben smirked back and they clasped their left hands around the other's wrist in a warrior's handshake.

Gwen looked on confused. "You're a warrior Mr. Son?"

The man turned to Gwen as he released Ben's arm. "Ah you must be Gwendolyn. My wife has told me so much about you. You're her star pupil you know." Gwen blushed at the praise. "Yes I am a warrior, well was, of sorts. You'll have to ask Benjamin about the time I defeated a cyborg who was trying to destroy the world."

Ben sat down next to Gwen, smiling at her, "It's a pretty awesome story Gwen. It sounds a lot like some of the things we've gotten in to over the years."

Gwen smirked at Ben seeing an opportunity to get under his skin. "so you think the doofus here is a warrior huh?" she asked the teacher.

"I am a warrior, thank you very much," he mock pouted.

Mr. Son simply laughed. "haha, I've heard quite a lot about your exploits around the world Gwendolyn. You two are almost as famous as my father in law you know."

Gwen didn't know whether to believe it or not, not really knowing who his father in law was. The teacher bid them a good evening and walked off to a different part of the gym. "So that was Mrs. Satan's husband?"

Ben nodded saying, "yep. He's a pretty chill dude. Very interesting for a physics teacher. He's actually taught me a lot about martial arts." Gwen looked at him incredulously. "What? He offered to teach me and I've been going after school twice a week. His wife and their daughter help out too. Their daughter actually runs the training hall they own."

Gwen raised an eyebrow in disbelief. "I so don't see Mrs. Satan doing martial arts."

Ben shrugged. "She might not look like much but she's not someone I would like to face in a serious fight. Their daughter, Pan, is just as good too.

Gwen mouthed, 'Pan?' in question to which he shrugged again. Eventually she looked at him with narrowed eyes. "You and I are so sparring this summer."

Ben smirked and leaned closer saying, "You're on. Get ready to taste dirt though dweeb."

Gwen leaned in and smirked back saying, "In your dreams doofus."

It was then that they both heard the voice of a person they had been hoping to avoid. "Oh. My. Gosh. Like, really?" Both turned to see Stephanie Winthrop with a shocked and disgusted look on her face. Her gaggle of sycophants behind her and her date snickered. "I knew you were a loser Ben but this is just sad."

Gwen stood up glaring at the blonde bimbo, her arms crossed in front of her chest. "Are you such a floozy that you can't even come up with an original insult from this _**decade**_ Stephanie?"

The girl looked at Gwen as if she was a disgusting bug. "Oh look. The other loser thinks she can talk to her betters." The other girls with her laughed. "I can understand you not finding a date Gwen but I never thought Ben was so pathetic he would have to go with you. Apparently I was wrong."

One of the other cheerleaders spoke up asking, "What did you ever see in him Stephanie?"

Gwen glanced briefly over to the boy next to Stephanie then said, "at least Ben didn't have to pay for his date. Where'd you find him," she said tilting her head toward the sandy haired boy, "…backpage?"

The other cheerleaders gasped and Stephanie glared, "You would know all about that wouldn't you _**Gwen**_?"

Gwen was starting to get angry, her fist clenched tightly, when she felt Ben place his hand on her shoulder. " _ **Enough**_ Stephanie," he said glaring at his so recent ex. "If I am such a loser why did you go out with me?" Of course Ben knew he just wanted her to confirm it for Gwen.

The blonde scoffed and said, "Geez Ben not only are you a loser, you're so forgetful. No wonder you had to bring your loser cousin to the dance." The other cheerleaders snickered behind her.

Ben smiled at the group in pity. "Man Gwen was so right about you." Said girl looked at Ben in surprise and Stephanie raised an inquisitive eyebrow. "You really are a self-centered, narcissistic bitch." All the girls gasped in shock and Gwen smiled behind her hand trying not to laugh. "The word she used was bimbo though," he mused. Stephanie was about to retort when Ben placed his hand on her shoulder; she didn't even noticing him move. "I really should thank you for breaking up with me you know. Yeah the timing sucked, what with you flaking out on me three days before the dance; but it freed me up to come with someone who actually means something to me." Gwen's heart fluttered again hearing him say that. "Sure she's my cousin but you know what? She's dependable. Like a true partner, she won't abandon me. I can count on her not to renege on a commitment, which is more than I can say for _**some**_ people." He said glancing meaningfully at Stephanie.

Gwen could feel her eyes misting. She always thought she was more of a sidekick when they went out being heroes together but apparently she had been wrong. At that moment being wrong never felt so good.

Saying his piece, Ben turned away from Stephanie and her group. He abruptly turned his head toward Stephanie's date saying, "whoever you are buddy, I hope your shots are all up to date." With that he walked back over to Gwen and bowed deeply with a hand toward her. "Shall we my lady?" he asked in a mock aristocratic tone.

Gwen giggled then curtsied before taking his hand saying, "Yes we shall my lord," she said in a faux British accent.

Ben rose from his bow and both snickered, leaving a fuming Stephanie near their table as they headed to the dance floor. Neither noticed her storm away with her followers hot on her heels.

* * *

Ben and Gwen had been dancing for a solid half hour before they came back to the table for a rest. Both were a little sweaty and out of breath but they were smiling and happy. "I didn't know you could move like that Ben. I have to admit it was pretty impressive." Gwen wasn't much for dancing to techno or hip-hop but she could make due. Ben though, was on a whole other level. He moved and flowed through moves that made it look like he was an invertebrate.

Ben smiled at the praise. "Thanks… I've had loads of practice. Lots of dance clubs with some of my friends and ex's." Gwen blew a breath through her nose with a smile. "You're pretty good yourself. I knew you could waltz but you've got some nice moves."

Gwen smiled in thanks and the two lapsed in a companionable silence. After a bit Gwen broke the silence with something that had been nagging at her. "Ben… did you really mean it when you told Stephanie I was your partner?"

Ben looked at her face seeing the doubt and he felt like a douche. He sighed heavily, "Jesus Gwen, I'm so sorry." When he saw her look turn to confusion he continued. "I'm sorry because I never meant to make you feel like anything other than my partner. When we do our hero thing I never saw you as a sidekick or anything like that. Hell, there are times you're better than me. I'm always glad to have you watching my back because I truly can depend on you. I feel safe with you watching my back."

Gwen couldn't help the moisture that leaked from her face and pulled Ben in to a brief but fierce hug. Drawing back she placed a kiss on his cheek whispering, " _ **thank you**_."

Ben had his head down and rubbed the back of his head. He was hoping to hide the blush on his face as he muttered, "uh… you're welcome." The spot on his cheek where her lips touched tingled. He swore he could feel his pulse in that spot.

It was then both teens heard a voice that was very familiar and this time welcome. "OMG, BWEN! I can't believe you're here!"

Ben looked at Gwen strangely. "Did she _**seriously**_ just spell out OMG?"

Gwen grinned while confirming, "yep." She turned toward the bundle of energy that was their cousin Lucy only to be wrapped up in a three-way hug with Ben. Well the two of them were being hugged by a third party so it still counted. When Lucy released them she beamed at the two while bounding over to the other side of the table to sit, her boyfriend sitting shortly after. Gwen looked at the blonde Lenopan and cleared her throat. She smiled but it didn't reach her eyes.

Lucy grinned back in seeming obliviousness. "So if you haven't met him yet, this is Steve," she said gesturing to the boy to her right. "Steve these are my cousins Ben and Gwen Tennyson."

Steve smiled and shook each of their hands saying, "Pleasure. I've seen you two around school but didn't realize you were related to Lucy. Aren't you a little young to be married though?"

Both Tennysons had thermonuclear blushes and stammered denials. Well Gwen did, all Ben could manage was an, "Ummmmm," while looking anywhere but at Gwen.

Gwen was shaking her head quickly with her eyes closed, chanting, "so not married, so not married."

Lucy burst out laughing so hard her sides hurt. "No silly, haha, they're not married. They have the same last name because their dads are brothers who are Joel's cousins."

Steve looked at Lucy skeptically, "You sure babe?" Lucy nodded and she had a grin from ear to ear. "Ok, then," he shrugged. "My apologies you two," he said looking at the still blushing Ben and Gwen who just nodded… in unison.

"So what are you two doing here anyway," Lucy inquired.

Having finally calmed down enough to function, Gwen gave Lucy a stare. "I could ask you the same thing. Ben and I go to school here but you… and a boyfriend too huh?"

Lucy grinned wider, "Yep. I guess Ben told you then."

Gwen stared at her deadpan, "he might have mentioned it. You certainly didn't."

Lucy pouted back at her, "Awww come on Gwen. I knew Ben would tell you."

Gwen kept staring at Lucy as Ben was talking to Steve about the soccer team. "You could have told me. I told you about all my boyfriends and this guy's a senior."

"You're dating a senior too?!" Lucy said in surprise.

Gwen pinched the bridge of her nose. "Noooo, I'm not dating anyone. That's why I'm here with Ben by the way. His girlfriend broke up with him."

Lucy gasped, "She didn't?! Poor Ben; is he ok? Does he need a hug?"

Gwen chuckled and sighed, unable to stay upset with Lucy. It was nearly impossible; Galvan scientists have _**tried**_ to prove otherwise. "No Lucy he doesn't need a hug. He's actually glad she broke up with him."

Lucy tilted her head in confusion, "why would he be happy about that? Is she weird?"

Gwen rolled her eyes, "no she's not weird. You don't know her of course but she's a blonde cheerleader, total stereotype, has all these groupies that follow her everywhere. Quite frankly she's a bitch and I'm not sorry she's no longer dating my doofus."

Lucy had a gleam in her eye and took notice of a few things after Gwen's explanation. The first thing she noticed was how Ben and Gwen were sitting _**very**_ close to each other, closer than her and Steve. They also had this glow about them that was almost visible. Their hands were on the table and while not touching, were as close as they could be without doing so. There was also what she saw when she first came up to them. Gwen had just kissed Ben. It was just a kiss on the cheek but a kiss none the less. _"I'll have to watch them more closely. It's no wonder Steve thought they were married,"_ she thought.

Calming her expression she continued to converse with Gwen. "Now that you mention it, I saw someone kind of like that earlier. Real stuck up looking girl that was yelling at a bunch of other girls and some poor guy. After that she stormed out of the gym."

Gwen chuckled and smirked, "that would be the infamous Stephanie Winthrop. That was probably just after Ben told her off." Lucy's eyebrows rose in curiosity so Gwen elaborated. "Oh you should have seen it. She came up to this very table and started insulting Ben and me. He was so calm and cool. He just jumped right up, like a hero, and told her to take a hike. He even called her a self-centered, narcissistic bitch." Gwen finished with a giggle and a bright smile.

Lucy's eyebrows rose nearly to her hairline. _"No freakin' way. They can't be, can they?"_ Glancing at Ben he definitely wasn't acting like he was just in a break up. In fact, _"did he just tell Steve the fabric of Gwen's gown feels like a silk waterfall?"_ Deciding to shelve her thoughts for later she continued to speak to Gwen. "Sooooo... what made you two decide to come to the dance together?"

Gwen thought for a moment then shrugged. "At first I wasn't going to come at all but then Ben asked me after Stephanie dumped him. He thought it would be a good idea since we are partners and everything. He didn't see a problem with it and I agreed." Of course that's not what he said but Lucy didn't need to know that.

Lucy's grin became very Cheshire like and Gwen, lost in thought as she was, didn't notice. "Partners huh?" she said quietly but not low enough for Steve not to hear.

"What was that hon?"

Lucy just smiled at him and said, "I think we've taken enough of their time dear. Let's go dance now," her former enthusiasm back in full force.

Ben and Gwen said goodbye to their oddball, but lovable, cousin and her boyfriend. As they disappeared into the crowd of students they sat down and ruminated about her quirky behavior.

* * *

Another couple hours later Ben was massaging Gwen's feet after another bout on the dance floor. She had thought wearing kitten heel pumps would make it so her feet wouldn't hurt but, with how much moving around they had been doing, it didn't. She was pleasantly surprised when her dance partner offered to rub the soreness out of them.

She sat in a chair across from Ben with her feet in his lap, shoe-less of course. Ben grinned in sympathy as he rubbed the bottom of her feet in slow, easy circles with both hands. "Why didn't you tell me your feet were getting tired?"

With eyes closed she sighed in content, "I was having so much fun I didn't want to stop doofus. Besides you weren't ready to quit."

Ben shook his head with a rueful grin, "I would have stopped sooner if I had known your feet were bothering you dweeb." As he finished he pressed on a particularly tough knot that made her gasp as a jolt went up her spine. Letting off the pressure she sighed in bliss as she sank back down.

"Jeez Ben, where'd you learn to do this anyway?"

Ben grinned at her. She was looking at him with half lidded eyes. "Believe it or not; Julie's dad taught me shiatsu massage. The man may not have liked me very much but he knew his stuff."

She chuckled as she sat up, taking her feet off his lap and curling them to finish getting the stiffness out. "Remind me to thank him later then. You know you're really good at that. You could be a masseur with those hands."

Ben snorted, "Yeah sure, because I don't have enough girls wanting me to put my hands all over them;" he snarked.

Gwen smirked, "are you actually trying to tell me you don't enjoy all the pretty girls' feet you get to touch? Or other body parts for that matter." Ben looked away mumbling something she couldn't quite hear. "What was that?"

He hesitated for a few seconds then said, "You're the first one I've ever given a massage to... and ouch by the way." He still wasn't looking at her.

She was quite frankly, stunned. "O-oh I didn't know, and sorry. I know you're not like that." She was blushing again and her heart sped up. _"I'm his first massage. That's so sweet."_ "Wait… if that's true how did you practice?" she asked after thinking for a moment.

Turning to her, his blush finally dying he explained, "I used a couple of pillows to simulate a dummy at home. Mr. Yamamoto gave me a book and explained the techniques."

Understanding coming to her she smirked at the brunet. "You know you messed up right. Now that I know you can do this, I'm coming to you after karate from now on."

Ben rolled his eyes while shaking his head. "Oh woe is me, my favorite dweeb is going make me spend more time with her," he said sarcastically.

Gwen stuck her tongue out then smiled. The two lapsed in to a comfortable silence listening to the slow song playing. Gwen thought about the song and decided now was a good time to ask something she had been dying to do since Joel and Camille's wedding. "Hey Ben… would you dance with me during a slow song?"

Ben was surprised to hear the question. "What makes you ask that?" She was acting kind of coquettish and avoided his gaze.

"Well… I was thinking about you and Lucy dancing at the wedding and I always wondered… never mind, it's silly," she said with a sigh.

Ben saw the look of longing on her face as she stared at the couples dancing in the middle of the gymnasium. Moving his chair over next to hers he put his arm around her shoulder pulling her closer. "I'm going to tell you a little secret dweeb. Ever since you taught me how to dance I always wondered what it would be like to dance with you like that. To be honest I wanted to dance with you at the wedding but by the time the reception was over you had gone back to the rust bucket."

When Ben started talking, she looked at him through her bangs. As his explanation continued her expression changed from longing to wonder. "Why didn't you say anything doofus? I would have danced with you."

Ben shrugged, "Hey back then I was an idiot." She raised an eyebrow causing him to roll his eyes, "Ok fine, _**more**_ of an idiot. I didn't want to embarrass myself in front of all those people by asking you when you weren't busy. If I had after everything was over it would have been weird. You remember the look Grandpa gave us when he saw you teaching me right?"

She giggled at the memory. "Yeah, I thought he was going to have an aneurism." She gazed in to his eyes and her expression softened. "I'm glad you got the courage to ask me here tonight at least."

As the current song ended he decided to do as they both seemed to want. Smiling, he stood as 'Everything I do' by Bryan Adams began to play. He held out his hand as he said, "Then let's make the most of it."

Smiling brightly she took his hand and he led her to the dance floor. They got in to the waltz position and started dancing as the lyrics began. Green eyes stared in to soulful green eyes as Ben twirled and spun around the dance floor with her. She was very pleased to note that he remembered how to dance like this. "You do remember how to do this," Gwen whispered.

Ben smiled and it wasn't smug in the slightest. "Of course I do. I had an amazing teacher… you know it's true. Everything I do. I do it for you~." He sang along with the song.

Gwen was astonished and felt like she was floating listening to his voice. _"He has an amazing voice."_ she thought. "I didn't know you could sing." She said in wonder.

They continued to twirl among the other couples but they might as well have not been there. "It's not something I do too often and I don't exactly advertise it."

Smiling at him she said, "You should. You have a beautiful singing voice." He looked off to the side in embarrassment. "I want to hear more."

He looked in to her eyes. He thought about denying the request but, seeing the pleading look she gave him, the thought died a violent and fiery death. He smiled in return saying, "ok but only for you."

"I would give it up, I would sacrifice."

"Don't tell me, it's not worth fightin' for."

"I can't help it, there's nothin' I want more."

"You know it's true. Everything I do. I do it for you… Oh yeah."

Gwen was mesmerized. The whole time he never took his gaze off of her and she could feel a warm sensation spreading through her being.

"There's no love. Like your love."

"And no other. Could give more love."

"There's nowhere. Unless your there."

"All the time. All the way, yeah."

" _I can't help but feel he's singing it_ _**to** me but I know he's not."_ She was confused that she felt a little sad about that. She closed her eyes and leaned her head on his shoulder deciding to just listen to his voice as they swayed to the music. _"Just for one night I can pretend someone cares this much about me."_

"Oh, you can't tell me, It's not worth tryin' for."

"I can't help it, there's nothin' I want more."

"Yeah, I would fight for you, I lie for you."

"Walk the wire for you, yeah I'd die for you…"

Gwen saw visions of all the adventures they had. All the times they fought alongside one another, risked their lives for one another and all the times they had to cover for one another to keep their secret flashed through her head in an instant and she smiled.

"You know it's true."

"Everything I do. Oh-ooh, I do it for you."

Gwen leaned back, opening her eyes, as the instrumental started and let herself be drawn in by their movement. She look at Ben's smiling face as they swayed like the rolling waves of the ocean. _"Maybe someone does care that much for me,"_ she mused. She felt as if she were floating on a cloud or being carried away by the tides and she couldn't care less.

Ben felt the same warm feeling spread through him as Gwen had and felt giddy. _"Man why can't I find a girl like Gwen? She's so wonderful, so beautiful inside and out. I'm glad I asked her to come. It would have been such a waste to come with Stephanie."_ He put her in a dip and she giggle cutely. As they came back up she had a beaming smile on her face that made his heart stop for a second. _"Man she's having a weird effect on me."_

They continued to spin around one another, ignoring everything else. Both were having the time of their lives. They felt so comfortable and everything just felt… right. As the song came to a close they separated, Gwen curtsying and Ben bowing. Both were beaming.

Ben tilted his head saying, "Let's get out of here. I think I'm done after that." Gwen nodded her assent and both headed back to their table to grab their stuff.

They passed a completely gob-smacked Lucy not even noticing her. She stood with eyes wide as dinner plates and mouth hanging open. Next to her Steve stood with a look of confusion on his face. "Lucy hon… are you _**sure**_ they aren't married?" Lucy only nodded unable to say anything. "Oh… Ok then." Steve stared at the same spot Lucy did, not knowing what to think about what they both just saw.

* * *

Ben and Gwen had spent the entire ride to her house in silence. The night had been so wonderful, neither wanted to ruin it with idle chit chat. Now standing on her front porch it was time to say good night. Gwen was still smiling beautifully as she turned toward Ben.

"Listen… I had a re…" they said at the same time causing both to laugh. Ben indicated for Gwen to continue. "I really enjoyed tonight doofus. I wasn't planning on going but I'm glad I did now."

Ben smiled warmly, nodding slightly. "You're welcome dweeb. I'm glad you accepted my invitation. It really would have been a mistake to go with the blonde bimbo." Gwen laughed and Ben smiled brighter. "I'm glad you're happy."

"I am," she replied with a nod. She coyly pushed one of the hanging curls behind her ear and gazed into Ben's eyes seriously. "Ben… thank you for dancing with me; and for singing. I really mean it. You do have a wonderful singing voice."

Ben blushed while he looked down shyly. "Thanks Gwen." Raising his head he embraced his cousin warmly relishing in their closeness. Reluctantly pulling away he said, "I've gotta get home now. I'll talk to you sometime this weekend?"

Gwen nodded still smiling. "Sure doofus. Thanks again and good night."

"Good night dweeb," he said as he left.

Both teens went to sleep that night in high spirits and feeling lighter than they ever had. Both wondering what would happen the next day and looking forward to it.


	3. Plumbers and Cousins

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Plumbers and Cousins

The Saturday after the dance dawned early for Ben. The weather was just like his mood, bright, sunny and cheerful. He wore a beaming smile as he walked into the reactivated plumber base just outside of Bellwood. He cheerfully greeted the other plumbers he passed there for their duties. Gwen and himself had been hired by the organization after Grandpa Max told them about their exploits. Kevin works with them but only does so as probation under Max's supervision.

The pay was respectable, especially for a seventeen year old. He and Gwen have already saved enough to pay for their college and that was another year away. He didn't do it for the money though. If you asked he would tell you he did it because it was fun. Secretly though, he did it because he loved helping people and it was the best way to spend time with Gwen. She was so busy during the week he didn't get to see her often except in school or whenever a crisis popped up. The latter happened about once every couple weeks. That was the main reason they met up at Mr. Smoothie once during the week.

He does get to hang out with her on the weekends, holidays and during the summer but he wanted more. He wished he could figure out a way to get that. She is such an integral part of his life that he just couldn't imagine her not being a part of it. They even intend to go to the same university, which is why she pushes him so hard to keep his grades up. _"Show me another pair of cousins that close,"_ he mused with a smirk.

Ben came to the access door to the briefing room and swiped his badge over the scanner, then placed his thumb on the panel next to it. Once the light turned green an electronic voice chimed 'access granted' and he heard a hiss as the door opened. Walking in he saw Kevin was already there, leaning back in a chair with his feet on the big oak table. His smile dropped a little at the sight of the other teen but it rose again as he thought, _"You know what? I'm_ _**not**_ _going to let him ruin my mood today."_

Kevin was looking at him with a bored expression on his face and raised an eyebrow in his direction. "Well someone's in a good mood. Have a good night after all?"

Ben continued to a chair on the other side of the table. As he sat down he leaned back to relax as they waited for Grandpa Max and Gwen. "It was pretty good all things considered," he said still smiling.

Kevin smirked while placing his hands behind his head, "Reaaaaly? So maybe you did get a little something last night. So was it Gwen or did you ditch her and hook up with one of the single hotties?"

Ben's smile dropped a little and his left eye twitched. _"Keep it together Ben. He's just trying to get your goat."_ Aloud he said, "Not that it's any of your business, but Gwen and I were at the dance the entire time and I took her strait home afterward."

Kevin frowned, disappointed by not getting any details. "God you're boring. How you manage to get girls at all is beyond me." Smirking back he continued, "My night was pretty good. Me and that sexy little number went back to my place. We had a couple drinks, clothes came off…" Ben shut his eyes and counted to ten mentally. "…let me tell you she can do this amazing thing where she puts her mouth on your…"

At that point Ben couldn't stand to hear any more. Opening his eyes he interrupted. "I _**really**_ don't need to know about your sex life Levin."

Kevin scoffed, "You're such a prude Tennyson. I don't know what you have against sex but get with the times man. What, are you waiting for marriage or something?"

Ben sighed not really wanting to get in to this right now, but he knew if he didn't, he would never hear the end of it. "There's nothing wrong with waiting until you're married you know?" Kevin scoffed but Ben ignored it. "I don't have anything against sex and it's not like I _**plan**_ on waiting until I get married. I'm just not going to sleep with every girl that winks at me or spreads her legs for me. When or if I have sex I want the girl to mean at least something to me. It will be about more than just self-gratification. Shit, if that's all I wanted I have two perfectly good hands."

Kevin rolled his eyes, "how fucking lame."

Ben raised his eyebrows and retorted with, "you kiss your mother with that mouth?"

"I kissed your cousin with it," he said smugly.

Ben glared with a strained smile, "Gee, and to think I _**almost**_ forgot that. Thank you for reminding me dick."

At that point the door opened again admitting Gwen. Ben's smile became genuine when he saw his cousin. She had a radiant smile on her face as well. Kevin noticed saying, "Damn Ben, you must have got her off good. She's normally much stiffer than this."

Unamused, Ben frowned in his direction. "Kevin here was just telling me all about his night after he left the school."

Gwen rolled her eyes, a slight frown marring her delicate features. "Oh how charming. I wonder if he even remembers her name."

Kevin glanced at her smugly. "Aww don't be jealous Gwen. You know you will always be my favorite. I'll even consider taking you back. I know how you loved it when I put my lips on you," he said with a wink.

Gwen stared at him with a deadpan expression. "Don't flatter yourself. You're not that good of a kisser. I'd much rather kiss Ben to be perfectly honest."

Ben froze as his heart sped up. _"_ _ **Would she really?**_ _"_ one part of his mind said with excitement.

 _"Stop, stop! Don't think about that right now!"_ he quickly admonished

 _ **"But her lips look so soft and tender…"**_ the other part complained.

 _"ENOUGH,"_ he squeaked in return.

Kevin looked at Ben, eyebrows raised, "Maybe there is hope for you Tennyson and ouch babe, ouch," he finished directing it at Gwen.

Gwen's eyebrow developed a tick as her face became a rictus of outrage. Her eyes briefly flashed pink as she ground out, " _ **Babe**_ _?_!"

Kevin looked slightly nervous, knowing he shouldn't have said that, and began to sweat. He was saved from righteous female retribution by the door opening once again. Max Tennyson strode into the room, feeling the tension. "Well it looks like the gang's all here," he said as if this was completely normal. Which as of late; it has kind of become so.

"Grandpa!" The cousins exclaimed in unison, rushing to hug the older man firmly.

When they release him Ben turned to Gwen with a mock pout, "hey, where's mine?"

"Doofus," Gwen chuckled with a smirk and put her arms around him as he did her.

Kevin rolled his eyes at the scene, muttering, "Touching."

As the cousins released their embrace, both laughing, all three took seats at the table. At the head of the table, Max looked at his grandchildren with interest. They had taken seats right next to each other, their chairs almost touching. _"I wonder if they even notice they are doing that."_ Both seemed to be more cheerful than when he first came in which was a plus. Deciding to contemplate on it later he began what he was really there for. "Ok, now that we are all here, today you three will be going through a new training course we created. The developers in R&D designed a special room that will test speed, agility, cunning and adaptability. There are some surprises thrown in so I won't go in to the details too much."

Kevin scoffed, "another obstacle course? We've done hundreds of those. Lame!"

Ben had to reluctantly agree. "I really hate to do this Grandpa. But I kind of have to agree with sandy vag over there."

Gwen stifled a giggle behind her hand and Kevin stood, preparing to retort to the insult but Max cut him off. "Ben, Kevin that's enough!" Kevin retook his seat with his arms crossed, glaring at Ben. "The course was designed to test and train senior level agents in more compromising situations, agents like you three." He said looking meaningfully at all three teens. None of them had a reply. "Good. Now then, you will be the first to run through the course. All we need is for you to give it an honest run and we will evaluate the course's effectiveness based from your performance. Now, follow me," Max ordered, the other three complying.

The quartet passed through a couple of large doors separating different parts of the facility on their way to the training room. Max placed a hand on a scanner beside the door then a panel opened revealing a retinal scanner. After it scanned his eyes the door opened and they all entered. "This is the control room where I will be monitoring your progress. The room itself is state of the art. Azmuth helped design it. Only the highest level agents can gain access to this training room so you won't be able to come here alone. Never, and I do mean _never_ , try to come here without someone of at least assistant director clearance. Get yourselves ready and I'll start the program.

The three entered another room, adjoining the control room, about the size of a football stadium. They were surprised and all wondered why so much space was needed.

Ben looked at his team mates saying, "Well, I guess we should do what Grandpa said."

Kevin touched the metal floor, transforming his body to be more durable. "Way ahead of you doofus," he taunted with a smirk. He jumped in surprise when a mana bolt landed at his feet causing a tiny explosion.

Gwen, already in her lucky girl disguise, returned his confounded look with a smirk. "Only _**I**_ get to call him doofus Kevin." Placing her hands on her hips she narrowed her eyes, "and that was for calling me _**babe**_ earlier."

Ben stared at his cousin. He noticed, not for the first time, how the unitard hugged every one of her supple curves. With her hands on her hips the fabric stretched over her chest. He could feel heat rise in his body and his loins stirred. _**"That is sooo hot!**_ _"_ For once he couldn't find it in himself to disagree. Shaking himself out of his stupor he twisted the dial on the omnitrix to one of his old favorites. Pressing the button, the familiar green flash died to reveal the alien Ben had given the name four arms. "It's hero time!" exclaimed the Tetramand.

Kevin punched a fist into his opposing palm producing a metallic thud. "Let's get some," he said with enthusiasm.

All three turned and found themselves in what appeared to be a park in the center of a small town. "Now what? I thought this was supposed to be an obstacle course." Ben said.

He was answered by a loud explosion off to one side of the park. All three jumped as the percussion hit their ears and turned toward a rising pillar of smoke in the distance. They glanced at each other then ran in the direction of the trouble. They had to weave between fleeing pedestrian and vehicles that, while holograms, were very lifelike. Bumping into a couple of the people they discovered they also had substance. A couple more explosions went off causing them to pour on more speed.

The scene they came upon was complete chaos. On one side of the street was a group of Incursians with battle riffles and plasma grenades. Some were in buildings, others taking cover behind trees, vehicles or whatever was available.

On the other side of the street was a group of Sotoraggians using whatever weapon they had, from similar positions. Some used blasters while others used flame throwers and others still used assault lasers. The trio quickly came under fire from members of both factions, forcing them to take cover behind an abandoned police car. The cacophony of weapon fire and occasional explosion was near deafening.

"Ok now that we found the problem what are we supposed to do? Are we supposed to help one side or stop both?" Ben asked. All three had their backs to the car.

Kevin tilted his head to see if he could see what was going on. "beats me man. I'm for knocking both sides out."

Gwen peaked under the car to get a more thorough view and she gasped. "Guys we have bigger problems! There's a bunch of people trapped in a restaurant, and there's a child trapped in a car just outside of the crossfire!"

Ben said, "Ok, priorities. We have to protect the people first then take out the factions. Gwen what's the game plan?"

Gwen though for a moment then had her idea. "I can take care of the restaurant. I'll barricade myself inside and shield it while the people escape out the back. Kevin you can go after the child in the car, your current body should be able to withstand the blaster fire. Once you have him, bring him to the restaurant and I'll get him from you. Ben, you can sneak behind the Incursians and take out the leader. Once you do that this fracas should end. Incursians won't do anything without a leader. The Sotoraggians should stop shooting once the Incursians do."

Kevin and Ben nodded to her plan thinking it was sound. Kevin rose a little then ducked as a laser blast nearly took his head off. "What the hell? That was way too close to be stray."

Ben peaked through the glass of their shelter and went to the ground dragging Gwen with him as the glass exploded. He reached up to his head feeling his ear burning. When his hand came away it was slick with blood. "Great… there's a sniper on the water tower. Cliché but effective. Well at least we know what the surprise is."

Kevin was crouching behind a fender trying to peak around the car again. "I wouldn't exactly call a sniper a surprise Ben. It's a bitch but not really a surprise."

Ben glanced at the other boy from the ground, "not the sniper man. The surprise is, while the buildings and everything else might be a sim, the laser blasts aren't."

Kevin and Gwen both looked at the blood dripping down Ben's head. Kevin stared in understanding, idly wondering if the plumbers were secretly trying to kill them, and Gwen gasped. "Oh god Ben! Are you ok?" she asked in worry.

Ben nodded in reassurance. "Yeah, I've done worse shaving. We have to take out the sniper. I can XLR8 to the water tower and get him before we make a move on the other stuff."

Gwen shook her head vehemently, "Ben no! You'll never make it through the crossfire, it's too heavy!"

Kevin nodded in agreement. "I agree with 'red' Ben, but you're right too. The sniper needs to go. What about flying to the tower?"

Ben shook his head, "I don't have anything that can fly fast enough to dodge laser fire. I'd be a sitting duck for that sniper." Ben looked around for ideas when he saw one staring him in the face. "I have an idea. Kevin, help me tip this car on its side and we can push it over next to that fire hydrant. We can bust it open and I'll heat blast the water to steam and give us a smoke screen. Once it's thick enough I can XLR8 over to the water tower and take out the sniper. While he's distracted you can get the civilians safe Gwen and you can take out the Incursian leader Kev."

Gwen smirked liking the idea. "That might actually work. The heat and water vapor should provide just enough of a distraction for both sides to stop shooting."

Kevin shrugged. "Ok let's do it then."

Putting plan to action Ben and Kevin used their combined strength to tip the car, creating a better barricade. Pulling it on its side they were able to cover what they were doing. Getting in to a favorable position Ben broke the side of the hydrant facing the gun battle creating a giant stream of water. Tapping the omnitrix he became normal then immediately changed to heat blast. Placing his hands on the fire hydrant he channeled all the energy he could to heat it up. A short while later a massive jet of steam spewed forth slowly blanketing the area with a dense, heated fog.

Hearing the laser fire die down Kevin decided to do his part. Jumping from cover he ran to the side of the building the incursians were occupying. Another short while later there was a thick enough fog the shooting stopped all together. Taking his hands off the, now glowing, hydrant Ben changed his form to that of XLR8. Steam continued to pour into the air from the super-heated fire hydrant.

Ben was about to dash through the cloud when Gwen grabbed his hand. When he turned toward her she looked at him seriously, "Ben, be careful."

Ben smiled and said, "I will. You be careful too." He squeezed her hand gently then took off through the fog.

Gwen quickly rescued the trapped, crying child and took him to the restaurant to evacuate him along with the patrons. Her only comfort was the fact she could still hear shots as the sniper tried to hit Ben. With the last of the civilians evacuated she anxiously waited for things to calm down. She could hear confused shouts from both sides of the conflict but they were slowly diminishing. As the fog started to lift she was alarmed by the fact she couldn't hear the sniper fire anymore. _"It's ok. Just trust in him. He'll be fine; he said he would be careful."_

The fog lifted completely and she could see Kevin sitting on the sidewalk looking bored. All of the Incusians and Sotoraggians were unconscious but Ben was nowhere in sight. Walking worriedly into the street she addressed her overachieving teammate. "Kevin, where's Ben?"

Kevin was saved from answering and Gwen sighed in relief when he dropped from the sky as stinkfly, transforming back to normal. She was pleased to note his ear wasn't bleeding though it was a little red. "Hey there Gwen. Sorry it took so long; Kinicelerans can't climb ladders very well." He said as way of explanation. Looking around he saw all the knocked out aliens. He raised an eyebrow as Kevin walked over to him and his cousin. "What happened to just knocking out one?"

Kevin shrugged in boredom. "I got tired of waiting for you so I decided to take care of the rest."

About that time the holograms all disappeared and an electronic voice chimed saying, "Simulation terminated."

All three began walking to the exit to meet Max when Kevin came up beside Ben and slapped him on the side of the head… right on the ear that had been shot. "How's the ear Benjie?"

Ben reeled placing his hand to his sore appendage. Gwen glared at Kevin. "OW! What the fuck man?!" Ben shouted in outrage.

Kevin laughed as Ben began rubbing his head. "Now who's being a sandy vag?"

"Oh ha ha, real mature Levin," Ben said acidly.

Gwen kept glaring at the back of the laughing boy's head. _"Why did I ever date that guy? He may not be trying to kill us anymore but he is still such an ass."_ She thought in disgust.

" _ **Because he's hot?"**_ questioned the other part of her mind, though it didn't sound convinced. Gwen mentally glared at the voice silencing it.

Meeting up with Grandpa Max they debriefed the exercise, all three admitting it was challenging and the room would be good training. Afterward they took showers in the locker rooms. Ben met up with Gwen in one of the break rooms when they finished. Each grabbed a soda and sat talking about the exercise then wanted to know what each was doing for the rest of the day.

Gwen idly wondered where Kevin went. "Where did tall and dark slither off to?"

Ben shrugged not really caring about what the other teen was doing. "Don't know, he said something about working on his car again."

Gwen rolled her eyes, not surprised in the least. "Now that we're done for the day what do you have planned?"

Ben sighed, "Mom and Dad want me to go to the mall and pick out some summer clothes. Not exactly my idea of a great time but meh," he said with a shrug.

Gwen was a little disappointed but tried not to let it show on her face. She was hoping to spend some time with him. "Dang, I wish I could come with you. I know you don't like shopping so I could keep you company. Unfortunately my Mom and Dad want me to help clean out the garage before we get out of school for the summer."

Ben smiled in sympathy. "I'd much rather help you with that than go shopping. It would be nice if you could come with me too."

Gwen felt happy to hear him say that and sad they wouldn't get to spend time together. "Well at least we'll get summer right?"

Ben smiled, nodding his head in agreement. "Yeah you bet your sweet… self. I can't wait for the trip. Where are we going again?" Ben was glad he caught himself before he said something really embarrassing. _"Stop thinking about her ass!"_

" _ **Sorry,"**_ his other replied half sheepishly.

Gwen meanwhile blushed internally and felt butterflies in her tummy. _"He just called me sweet."_ She took a drink of her soda to prevent her blush from surfacing. Putting it down she said, "He's taking us to New York for a music festival. Should be fun."

Ben thought for a moment. "Wait… is he taking us to the Electric Zoo festival?"

Gwen nodded, "yeah that's what he said. I looked it up online and it sounds like fun."

Ben nodded excitedly, "Oh heck yes it will be! Oh man I can't wait for that," Ben said excitedly.

Gwen laughed to see how excited he became. After finishing their drinks the cousins walked to their vehicles and bid each other farewell, sad that their time together was over for the day. Each was looking forward to the summer though.

* * *

A few hours later Ben strolled through the Bellwood mall with a couple of bags full of clothes. He had bought a few new shirts and decent looking shorts. He also bought a couple pairs of board shorts in case they got the opportunity to go swimming. Walking near the food court he sat on a bench to rest a little. His feet were starting to get a little sore.

Setting his purchases on the bench beside him, he leaned back, rolling his neck to get the kinks out of it. He was thinking about if he had forgotten anything when a voice he didn't expect to hear interrupted his musings.

"BEN! What are you doing here?!"

Ben turned and sure enough, Lucy was hurriedly walking to his position. Unceremoniously plopping on the bench, she threw her arms around him in a sideways hug. He returned the enthusiastic hug with one of his own, if much gentler. "Hey Lucy, how've you been?"

Releasing the hug she beamed. "Great! I was just looking for a new swim suit when I saw one of my favorite cousins and had to say hello. Speaking of which, where's Gwenny?"

"She had to help her folks clean the garage out so she couldn't come," he explained.

Lucy pouted, "aww that's a drag. When I saw you I thought she would be here too."

Ben wondered about that. _"Why would she think that? Gwen and I don't go **everywhere** together."_ He smirked, changing the subject. "What did you think of the school dance last night? It looked like they really went all out for it."

Lucy beamed, "it was fantastic. The food, the decorations and the music were really cool. Me and Steve had a great time."

Ben nodded in agreement. "Yeah it was pretty amazing. You're boyfriend seems like a nice guy, I like him."

Lucy mock glared at Ben mischievously. "Well _**you**_ can't have him. He and I are an exclusive item."

Ben chuckled knowing she wasn't serious. "Ok, you can have him if he means that much to you." She laughed with him, happy he had gotten her joke. "Where is he anyway?"

"Oh, he's with his parents visiting the college he'll be going to. We're actually going to his parent's house in the Hamptons for Labor day weekend," she said in excitement.

Ben smiled, "That's cool. Grandpa is taking Gwen and me to the Electric Zoo festival around that time."

Lucy gasped even more excited, "No way! We're going to that too! That will be so great, we should totally meet up!"

Ben nodded wholeheartedly in agreement. "Sounds good to me cuz. So you guys are pretty serious huh?" At her happy nod he smiled. "I'm glad to hear that Lucy. I hope you guys work out."

Lucy could tell he was happy for her but his voice carried a sense of longing. "Aww, I'm sorry Ben. Gwen told me about Stephanie breaking up with you. Do you miss her?" She knew he didn't.

Ben scoffed. "Are you serious? I'm actually glad she broke up with me. She was way too self-centered and to be honest I shouldn't have gone out with her in the first place."

Lucy was actually puzzled by this. "Then why did you?"

Ben sighed in regret. "It seemed like a good idea at the time."

A moment of silence passed between the two. _"Something is going on here."_ Aloud she asked, "Why the long face Ben? You don't sound like yourself."

Ben idly played with one of the bag handles as he sorted out his thoughts. "I don't really know Lucy. I guess I'm a little jealous of you and Steve… sorry." She patiently listened to him letting him get this off his chest. "It's just that…" Sighing again he started over. "Every relationship I've had with a girl has failed for one reason or another. With Julie, she wanted more attention than I could give her and she was the most meaningful one I had. Stephanie just wanted popularity points, Caroline was materialistic and Susan broke up with me because she said I spent too much time with Gwen."

Lucy nodded but didn't agree with the last one. Ben continued his musing. "But that's not really why they all failed. I never really felt close to any of them. I mean Julie was great but still… something was missing. I guess I just haven't found what I'm looking for."

Lucy nodded again. "That sounds reasonable. So what are you looking for?"

Ben looked sideways at the blonde Lenopan, "What do ya mean? Looking for in what?" In truth he had an idea what she was asking but wanted confirmation.

Lucy placed a hand on his arm making him look fully in her direction. "What I mean is… What are you looking for in a life partner? What kind of woman do you see spending the rest of your life with, have a family with and grow old with? Who do you see one day marrying?"

Ben raised his eyebrows in thought. "What kind of woman?" Lucy nodded and he thought for a few moments. "Well she would have to be smart."

Lucy nodded, "mhmm. Just smart or reaaaly smart?"

Ben lowered his eyebrows thinking harder. "Well she wouldn't have to be a genius but I want someone I can have an intelligent conversation with. She would have to be smart enough to not take my teasing seriously and give as good as she can take you know?" Lucy nodded with a smile, clearly liking that explanation better. Ben frowned in further contemplation. "She would also have to be independent, reliable. She would have to be able to take care of herself. I know, with the plumber job, I won't be able to be there all the time."

Lucy kept nodding, agreeing with everything, her smile growing. _"I wonder if he realizes he knows someone like that."_

Ben still frowned while he thought of his ideal mate. "What I really want is someone I can share my life with; every aspect. Not just family and friends, everything. I want someone who I can tell my problems to and she'll try to help me through them, even if she can't. If I'm going to share my life with someone I want to _**share**_ it with them. She would have to be someone I could lean on and she could lean on me just as much." He chuckled as he thought about the next thing. "She would have to be 'down to earth' but not reserved, because I need someone who can keep me grounded." Lucy gave him a look that said 'really?' "Don't look at me like that; I know I have an ego. I want, no need, a woman who isn't afraid of telling me when I'm being stupid." He frowned again, this time in worry, as he thought about when he and Gwen went to the future and they met Ben 10,000. He did _**not**_ want to become that jerk.

Lucy's expression turned sympathetic, knowing what he was thinking. "I don't think you have to worry about what happened in the future Ben. If nothing else I'll still kick you around once in a while."

Ben snorted muttering, "Thanks." When he looked at Lucy again his expression was one of longing. "The most important thing though is she would have to be someone who I could trust and would trust me in return. Did Gwen or I ever tell you Susan accused me of cheating on her?"

Lucy stared at him incredulously. "That's stupid. Even I know you would never do that to someone."

Ben nodded in confirmation then continued. "You know if I could find someone with all those qualities, I would do anything for her. I wouldn't care if she was alien or a paraplegic. That's the kind of woman I would fight for. That's the kind of woman I would die for. That's the kind of woman I could love and one day marry."

Lucy stared hard at Ben seeing the seriousness on his face. _"He definitely knows what he wants and everything he just said describes a certain red-head we both know."_ She raised her eyebrows, smiling in sympathy. "Yeah… it's just too bad you don't know someone like that."

Oblivious to the sarcasm Ben nodded. "I know right? None of the girls I've dated so far had what I was looking for. But hey, I'm sure there's someone out there for me," he finished with a wistful sigh.

Lucy leaned back and sighed herself. "Ben… did you ever think that maybe you're looking too hard?"

Ben stared back at her in confusion. "What do you mean? Should I not look for those qualities?"

Lucy rolled her eyes. _"No wonder Gwen calls him doofus."_ "No Ben, those are all great, not to mention important, qualities. What I'm saying is maybe you already know someone like that. Maybe someone who's already close to you," she said knowingly.

Ben thought for a moment going through all the girls he knew. _"The only girl I know that fits that description to a 'T' is… No, no way. She can't mean…"_ he thought as he hit the wall known as realization. "Lucy… are you talking about _**Gwen**_?" His eyes were wide as he said it.

Lucy smiled happily. "Give the man a gold star," she said while giggling.

Ben's thoughts were racing but not as fast as his heart. "B-but… It's Gwen. I can't date her."

Lucy looked at him in confusion. "Why not? Is there something wrong with her?"

Ben shook his head, his body temp steadily rising. "No, of course there's nothing wrong with her. She's an amazing girl and anyone would be lucky to have her. But we can't go out, we're cousins."

Lucy continued to stare at him confused. "So what? You just said she's amazing and anyone would be lucky to have her."

Ben was scrambling for something to say. "Yeah but I wasn't talking about me. Look…we just can't Lucy. It's wrong."

Lucy cocked her head to the side, "Says who?"

Ben stopped short for a moment. "W-well… says everyone. Religion, the law… society."

"What religion? Joel and Camille are Christians and I don't remember reading anything in the Bible that says it's wrong. I also know it's not illegal to date or even marry your cousin everywhere on the planet. Even in this country it's not illegal in every state. In some countries it's even encouraged." She stated matter of factly.

Ben couldn't say anything. He just sat there mind still racing over everything she was saying. _"Is it true? Could I really have a chance with Gwen? What am I thinking? I can't seriously be considering this can I?"_

Seeing he was deep in thought Lucy continued. "Also who cares what society thinks. Society isn't always right you know. Think about the fact that it used to be socially acceptable to own a person. To have control of every aspect of their life and make them do things against their will. How about more recently that it was widely accepted by society that homosexuality is wrong? Now it's acceptable for same sex couples to get married."

Ben's thoughts were still a jumble. _**"She has a point you know,"**_ said one part of his mind.

" _True, she does have a point. But could it work?"_ Aloud he said, "Even if it was ok I don't think Uncle Frank and Aunt Lilly would let me date her."

Still trying to get through to Ben, Lucy continued. "Have they ever forbid it? They did let you take her to the dance you know? Besides… something I've always known about you is that you're a bit of a rule breaker Ben. That's not necessarily a bad thing though. You said you never felt right with any of your ex-girlfriends. So do what feels right to you. How do you feel about Gwen?"

He looked at her confusion rampant in his eyes. "How do I feel about her?" Lucy nodding to the question. Ben sighed and closed his eyes as he pictured his best friend, a smile slowly appearing on his face. "She's my best friend. She's so amazing at everything she does. She's smart, brave, dependable, strong and she doesn't take things too seriously; even though she can be a bit of a dweeb." Opening his eyes he glanced at Lucy again. "It's funny… at the dance I wished I could find a girl like her."

Lucy took the opportunity he provided by mentioning the dance. "That _**was**_ some dance, especially the one you and Gwen shared."

Ben blushed brightly at that. "You saw that huh?"

Lucy nodded solemnly. "Yeah I did. You wanna know what I saw? I saw two people so close they didn't see what was going on around them. I saw Gwen smiling so brightly she was glowing. I saw a smile just as bright on your face as you sang, so beautifully, for her. I've never seen you two looking as happy as I saw that night. What I want to know is what you were feeling at that moment."

Ben thought about how he felt while he danced with Gwen. "I felt happy, really happy. I felt glad I had asked her to the dance because we were having so much fun. I didn't want the night to end. Her smile was so beautiful when I was singing." He finished wistfully. "But it doesn't mean we are in love or anything."

Lucy giggled. "I didn't say anything about being in love Ben." His eyes widened comically. "But now that you mentioned it; don't you love her?"

"Of course I love her! We're family." He said in exasperation.

Lucy shook her head calmly. "That's not what I meant Ben and you know it. I know you love her but do you _**love**_ _ **her**_ **?** "

Ben was so confused now. "I-I don't know how to answer that Lucy."

Lucy saw he was on the verge of a panic attack so decided to end her interrogation. "You don't need to Ben, not to me anyway. Answer it for yourself. Think about this… Disregarding the fact she is your cousin, what is she to you? How important is she to you? What would you do for her? Where does Benjamin Tennyson want to be when Gwen goes to prom? Where does Benjamin Tennyson want to be when Gwen gets married? I know you are going to college together and that's super cool. But think about where you want to be after that." She ended with, "would you really be content or happy being on the sidelines of her life? Or would you rather… _**share**_ it with her?"

Ben froze having his own words used against him like that. He wasn't upset, just confused; very, very confused. His mind had undergone an assault the likes of which he never knew it could. Lucy got up saying she had to get going and gave him a hug. He returned her hug but his mind was lightyears away. He went home, ate dinner, showered and went to bed but he was just going through the motions. He was still wide awake at midnight still in a state of shock. He hadn't thought about what Lucy had said yet but was considering it. His last actual thought of the night was, _"damn it Lucy. Why do you have to be so observant?"_

He finally got to sleep at two in the morning.


	4. Guy Talk

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Guy Talk

Ben walked through the halls of Bellwood high that Friday deep in thought. He had been doing nothing but the whole week. Luckily it was the final week of school so the teachers really didn't care if they all slacked off. He hadn't gotten any peace since his talk with Lucy the day after the dance. The following day he had slept in until one in the afternoon. He had gotten a text from Gwen in the morning asking if he wanted to go to Mr. Smoothie for lunch. When he got up he texted her back saying he was sorry he missed her invite, but promised to make it up to her later. She said it was ok and they could catch up another time.

He figured it was just as well since he didn't know how he was going to react when he saw her again. The whole day he did nothing but think about what Lucy had said and practice his martial arts in the back yard. By the time his parents got home he was still no closer to figuring anything out. Noticing his distracted demeanor, his parents asked if he was ok. _"Of course they_ _**would**_ _notice I was acting weird,"_ he thought. He told them he was fine but had a lot on his mind. When they asked if he wanted to talk about it he had told them it was personal and would figure it out. _"No way do I want to bring that up with them considering_ _ **whom**_ _and_ _ **what**_ _it was about."_

Gwen was busy with her own end of the year activities so she didn't contact him much. They did text each other and were both looking forward to their annual summer trip. It was when Wednesday came that he realized how much he actually wanted to see her. With everything happening before the end of the school year and preps for the trip they had decided to forgo their weekly meeting at Mr. Smoothie. He found himself sitting at home with the TV on, not even paying attention to the game of 'Call of Duty' he was playing. Inevitably his thoughts turned to Gwen since he actually wanted to see her.

Flashback…

Ben sat on his couch and had been doing so since he got home from school. He had the game paused, staring blankly at the screen. His mind was stuck on what Lucy talked to him about in the mall. He went over the conversation in his head and he had come to the conclusion that he did feel something for Gwen. He had to agree that, yes; Gwen possessed every single one of the qualities he looked for in a girl. Then what Lucy said about the dance they shared came to mind.

 _"Did we really look and act like that?"_

His other half answered, _ **"You were pretty in to her man. You did stare into her eyes almost the whole time. Then singing the song… you never sing for**_ **anyone** _ **. But she makes one little request and you topple like a house of cards."**_

He stared in thought at that. _"Yeah I guess I did."_ Little incidents through the last seven years of their life entered his head, from birthdays and Christmas' to other things like outings they had. Almost every single one had one thing in common. _"They weren't my ideas._ She _suggested them and in fact most of the time_ I _asked_ _ **her**_ _what she wanted to do,"_ he realized in shock.

 _ **"You didn't complain either, not seriously at least. In fact you enjoyed it. You weren't just singing the song**_ **'** _ **for**_ **'** _ **her were you? You were singing it**_ **'** _ **to**_ **'** _ **her."**_

Ben kept staring at nothing trying to figure things out. _"Did I? No, no, that can't be. What would make me do that,"_ he wondered.

His other half replied, _ **"Your true feelings perhaps? She's more than just your cousin and you know it. You and Gwen have been through a lot with and '**_ _ **for'**_ _ **one another. With all the things that happened to you two throughout the years most cousins would have stopped speaking to one another long before now."**_

Ben shook his head in denial. _"Don't be ridiculous. We've done a lot for each other yes but that doesn't mean anything."_

 _ **"Oh really?! I beg to differ buddy. Stopping a tree from crushing her, volunteering your body to be possessed instead of her, grabbing onto a flying creature even though you can't fly; any of this ringing any bells?"**_ His other half reminded.

Ben saw all the incidents flash through his mind. He felt the panic as the tree fell toward Gwen when he first got the omnitrix. He felt the fear as Zs'Skayr threatened to throw Gwen off of a building while he possessed her. He felt the worry as Dr. Animo's giant bird carried her off to some unknown location. _"Why are you showing me this,"_ he thought in irritation. _"I remember all of that."_

His other half continued though. _**"How about when she saved you from Vilgaxs' drones, or when she told Kai Green she couldn't treat you like she was and comforted you when the same girl rebuffed your affection. What about all the other times she came to your aid, do you remember those?"**_

Of course he remembered. Each incident flashed through his mind reminding him of her kindness. Those incidents were what caused him to think that maybe she didn't hate him as much as she let on. _"Yes, I remember! She was just being nice,"_ he said starting to get angry.

" _ **Remember Xenon?"**_

Ben froze. That was the one incident her didn't want to remember. _"Stop, just stop right there! I'm not going to relive that incident again! It took me two years to stop having night terrors about it!"_ Ben angrily retorted as the images from their trip to Azmuth's laboratory flashed through his head.

 _ **"I know you don't want to think about it but it happened. You may not realize it but if there is one single incident that defines your relationship with Gwen it's**_ **'** _ **that'**_ **.** _ **Everything up to that is superfluous in comparison. You weren't yourself when she…"**_

Ben interrupted, _"I SAID STOP GOD DAMN IT!"_ His fists were clenched so tight his knuckles were white and he ground his teeth hard enough they were in danger of breaking. Tears began to build in his eyes.

But the voice continued as if he hadn't even said anything, _**"…was swallowed by the wildvine. You thought she was dead. You died on the inside. The part of you that was what defined you died with her. You were willing to destroy the universe in retribution."**_

Ben was hunched over, hands covering his face. The surprise when she pushed him out of the way of the wildvine, the despair when it swallowed her, the utter hopelessness of being unable to save her and the hollowness that followed all hit him at once like a freight train. Remembering what he felt then left him feeling like his soul had been sucked out. _"Fuck you! You know I hate remembering that and you're damn right I was going to let the universe die! It took my Gwen!"_ He uncovered his face in realization. " _ **My**_ _…_ Gwen," he whispered.

He could almost see his other half nodding solemnly. _**"She's much more important than you want to admit. Think about what Lucy said. What are you going to do if you have to sit by and watch her go to prom with another guy? Maybe it will be someone better than Kevin, maybe it will be someone worse."**_

Ben witnessed a scene flashing through his mind of Gwen, so beautiful, in her prom dress dancing with some nameless stranger who leered at her as she smiled up at him in adoration. The whole time he was dancing off to the side with some red-headed twit who gazed at him vapidly. He had a look of longing on his face as he gazed at Gwen and her date. He felt sick to his stomach. It twisted painfully to the point where he grimaced.

Continuing the line of thought his other half asked, _**"What's going to happen when you get invited to her wedding and you're not even an usher? You know you would go because it would hurt her if you didn't and we both know you won't do that."**_

Again he saw himself standing in a tuxedo, watching Gwen exchange vows with her intended. She looked like an angel in her wedding dress. He again had a look of longing on his face. This time he had tears in his eyes and he _**was**_ smiling, but it was strained and forced. He knew he was only smiling for her sake. He felt his chest tighten and he began to hyperventilate. He clutched the side of the couch and clenched his other hand on his chest over his heart. It felt like someone was trying to rip it out.

Rising from the couch he stumbled into the kitchen and over to the sink. Turning the water on, he drank deeply directly from the faucet. After drinking his fill he splashed water on his face to clear the sweat that had developed on his brow. Once done with that he leaned over the sink with both hands on the counter and his eyes closed. He took several deep breaths to calm his anxiety then stilled.

His mind decided to kick into gear at that moment. _**"I know you are willing to sacrifice your happiness for hers. It's very noble of you but wouldn't she want you to be happy? Don't you think you owe it to her to try and be happy?"**_

"Yes. I owe her that and so much more," he said out loud.

His mind replied, _**"Did you ever think, maybe, dating all of those other girls was just a lame attempt to be happy with someone else; an attempt to fill the void in your heart? None of them ever made you happy. Think back… who did you '**_ _ **always'**_ _ **compare them to? Who was the basis for your comparison? I'll give you a hint… you just recently realized she has all of the qualities you're looking for in a life '**_ _ **partner'**_ _ **."**_

Ben hit the mountain of realization like a McLaren F1 doing 220 mph (354 kph) as he thought about every single relationship he's ever had. _"Good god you're right! I compared every single one of them to Gwen! I even talked about her while when we went out! What a schmuck I've been."_

His mind continued the diatribe, _**"You can apologize later. Now…**_ _**do you honestly believe you could be happy with anyone else, share your life with anyone else? Do you really**_ _ **want**_ _ **to?"**_

Ben took a few minutes to think on it and there was only one answer. Bowing his head he whispered, "…no." Opening his eyes he sat on the kitchen floor with his back to the cabinets. He took a few long, deep breaths then sighed heavily. Banging the back of his head on the cabinet behind him he closed his eyes again. "Jesus… I think I'm in love with Gwen."

Flashback end…

He didn't get to sleep at all that night. The images his mind created to torture him kept him awake. By the next morning he didn't think he was in love with her... he _**knows**_ he is. Those thoughts and more ran rampant through his mind for the next couple of days and he still had lingering doubts about all of it. "Why does love have to be so complicated?" he groused.

School was out for the day meaning he didn't have to worry about class for another three months. Tomorrow started the annual summer trip with Grandpa Max. He was still excited to be going, he was just a little nervous about what would happen when he saw Gwen. He wants to see her, to be sure. Having come to the realization that his feelings for her are more than familial just added a whole new level of complication. _"You better figure something out doofus. She'll be at your house with Grandpa tomorrow,"_ he admonished.

He stood outside the school debating whether to go home or somewhere else. He needed something to distract him. _"Too bad I don't have anyone to talk to about this. Who could I even tell?"_ He really wished he had more guy friends. He really didn't want to talk to Lucy because she was the one who started his thoughts down this path. She would be good to talk to, of course, but he didn't want to see the smug expression on her face. Gwen was right out entirely and so were his parents and Grandpa. Kevin wasn't even in consideration. _"No way do I want to talk to Mr. Sensitive."_

Sighing loudly he leaned on the rail just outside the school exit trying to decide what he was going to do. It was then he felt a water balloon hit the back of his head, drenching his jacket as it broke. Huffing in annoyance, he closed his eyes and counted to ten in silence. There could only be one person who would have done that. _"Speak of the devil…"_

Kevin walked up to Ben laughing like a hyena. "Ha, ha; what's up with you Tennyson? Normally you would have dodged that."

Ben opened his eyes glancing at his teammate in annoyance. "I was distracted. I kind of got a lot on my mind here."

Kevin nodded in understanding, still grinning in amusement, "Ah, girl trouble eh? Hey don't worry too much. I'm sure you'll meet plenty of hotties on your trip."

"Why is it every time we talk you _**always**_ bring up women?" he asked in annoyance.

Kevin just scoffed, "Pffft, what else are we gonna talk about? What else is _**worth**_ talking about?" he asked in genuine curiosity.

He kind of had a point on the first one. They really didn't share any interests and no one talked about work outside of their hero duties. Except Kevin of course who told all his stories to impress girls. The sad thing is it worked. "Yeah I guess." Ben said halfheartedly. "We could always talk about what we are doing this summer."

Kevin placed his hands on his hips raising an eyebrow. "Why? I know what you'll be doing and you can have it. Spending an entire summer in a cramped, old RV seeing a bunch of boring stuff around the country doesn't sound like fun to me; even if you'll be cooped up with Gwen," he said with a wink.

Ben glared sideways, not willing to say anything in retort to his suggestive comment. _"You slimy son of a bitch"_ Aloud he did say, "It's kind of _**our**_ tradition. We've been taking these trips with Grandpa since we were ten."

Kevin raised his hands in surrender, "hey man whatever floats your boat. I'm just gonna take my ride down to the strip and cruise for babes. I got it super modified and it's so sick. I even got a new paint job."

Ben stared at Kevin totally uninterested. "That should be a blast," he said sarcastically.

Kevin tapped Ben's shoulder jovially with a huge grin, ignoring his demeanor entirely. "See, you get it! You should try it some time. Just don't go blocking all my mojo." Glancing at his watch, Kevin said, "Speaking of which, I gotta roll. I'll see ya next year Benjie."

As he walked off Kevin threw a peace sign back at him. Ben shook his head then caught a whiff of something sweet smelling. Wiping his face, he brought his hand to his nose and inhaled the amber colored liquid. His eyes widened in outrage, _"That asshole put soda in the balloon!"_ Leaning forward he, very calmly but stiffly, took his _**leather**_ jacket off and shook what he could off of it.

As he was doing this, someone else walked over to him. "Hey Ben, how's it feel to be a senior?"

Turning around he saw Steve McAllister waving to him with a smile. Ben grinned as Lucy's boyfriend shook his hand. "Not quite a senior yet Steven but I guess it feels pretty good."

Steve nodded in understanding. "I know the feeling and it's just Steve dude. My parents were kind of lazy when they named me. I hear you'll be at the Electric Zoo Festival. What else are you and Gwen doing this summer, besides going to that?"

Ben shrugged. "Don't really know. We usually just tour around the country and visit landmarks and stuff. Usually something crazy happens about every week, so it's not all sightseeing."

Steve smirked, "yeah, Lucy told me about some of the things you and Gwen have experienced. Too crazy for me but you guys seem to be cool with it," he said shaking his head.

Ben rolled his eyes dramatically, "Tell me about it. Sometimes I wonder if it's a gift or a curse." Steve laughed good-naturedly. "Lucy says your parents have a house in the Hamptons. You spending all summer there?"

Steve smiled saying, "nah, we're going to go up for the last two weeks of summer. Lucy is coming too. Joel and Camille were totally cool when I asked them about it."

Ben nodded in understanding. "Yeah they are pretty chill. I was the ring bearer in their wedding. That's how I met Lucy for the first time. She was the flower girl."

Steve grinned, "She told me. She said she pranked you during your dance at the reception too."

Ben chuckled. "I guess she did. So how'd you two meet anyway?

"Oh, we met a few years ago. It was at a ski lodge in Aspen. Long story short, we literally bumped into each other on the slopes and got to know each other over some hot cocoa. We found out we live in the same town and became friends. I finally got the courage to ask her out a couple of months ago." he said with a mild blush.

Ben grinned. "Cool man. She seems really happy with you. I would give you the whole 'don't hurt my cousin' thing but I'm sure you already got that from Cousin Joel."

Steve smirked placing a hand on his hip. "Actually it was Camille that did that. She can be scary if she wants to."

Ben chuckled shaking his head, "you have no idea." Seeing Steve's knowing smirk, Ben returned it. "Or maybe you do."

Steve nodded in confirmation. He glanced at the emptying parking lot then turned to Ben. "Well, have a good summer bro and we'll see you at the festival."

Ben returned the handshake saying, "Same to you man and you can bet on seeing us there." Steve smirked mysteriously and turned to leave. Ben watched the other teen go for a moment then had an epiphany. "Yo Steve, hold up a sec," he said jogging up.

The other teen stopped and turned with a curious expression on his face. "What's up Ben?"

Ben stopped next to him looking slightly guarded. "You have a few minutes to get a smoothie with me? I know a great place and I'll buy."

Surprised, Steve lowered his eyebrows. "Well, I'm meeting Lucy for dinner later but I have some time. Got something on your mind?"

Ben chuckled, "that obvious huh?" The other boy smiled knowingly. "Yeah, I kind of have a bit of a dilemma and was wondering if you wouldn't mind giving me some advice. Kind of just want a purely objective opinion on it."

Steve nodded in understanding. "Got ya. I think I can do that dude. Lead the way."

* * *

Twenty minutes later the two sat inside Mr. Smoothie. They had finished the sandwiches they ordered and were on their second smoothie. They shared small talk while they ate, talking about soccer and what they planned on doing for college.

Placing his smoothie down with a satisfied sigh Steve leaned back in his chair. "So what's on your mind that you offered to buy lunch for your Cousin's boyfriend?"

Ben spun his cup between his hands trying to think how to start. "Well… I've had something on my mind for the last few days. Hope you don't mind getting a little personal here." Steve waved off his concern so he continued. "Ok… so you and Lucy. You're pretty serious?"

Steve was kind of surprised thinking this was going to be about Ben. "Uh, I would say we're pretty serious. Why?"

Ben nodded. "So you love her right, like really love her?"

Steve raised his eyebrows in query, "I thought we were gonna talk about you, not me."

Ben smiled sheepishly, "sorry man. I swear I'm not trying to interrogate you and I promise it has relevance to what's been on my mind."

The other teen grinned saying, "no worries. I was just surprised by the question." After taking a drink he nodded. "Yeah… I do love her. She's a wonderful girl. She's sweet, sassy, energetic and _**very**_ outgoing."

"Yeah that's Lucy alright," Ben said with a smile. After a pause he continued questioning the other boy. "How did you know you were in love with her?"

Steve got a knowing look in his eye. _"Ah so that's what this is about. Maybe Lucy was right after all."_ Out loud he said, "How did I know? I just did." He saw the disappointed look that crossed Ben's face and continued. "Sorry if that's not very helpful but it's the truth. I may not know much about the subject of love Ben, but who really does?

Ben barked a mirthless chuckle, "Certainly not me."

Steve nodded in agreement. "Ben, no one does. Ask ten different people what love is and you'll get ten different answers, _**every**_ time. As for whether one knows if they are in love… it's not something you can quantify. If you could there'd be a pill or a potion." Ben laughed at his answer, making Steve smile that he was able to get that reaction. "In all serious though, if you know you're in love then you know it."

Ben nodded accepting the answer. "Ok, so you just know. When did you first figure out you are in love with Lucy? What happened that made you realize you are?"

The other boy thought about that for a moment. "I'm not sure if there was one single moment or event that made me fall for her. It wasn't that I woke up one day and it was suddenly so either. I guess I started to suspect about two years after we met." Ben was paying rapt attention not wanting to miss a word. "We were video chatting and I just got this feeling. I didn't know what it was but it felt good. It was warm, comforting, like… resting in the shade of a tree on a mild spring day." He said this with a smile in remembrance. "The feeling started to grow as time went by and we talked; meeting up occasionally. One day it just hit me… I knew that I wanted to spend the rest of my life with her and we started dating after that… officially."

Ben's face became confused and he said, "Officially?"

He nodded. "You see… I said we video chatted and met up occasionally. Back then we did it as friends. You know what changed once we started dating?" Ben shook his head no. Steve leaned forward as if he was about to reveal the secrets of the universe. "…nothing." Ben was puzzled and it showed on his face. "Well almost nothing. When we got together we did the same things we did when we were just friends. All we did was put _**boy**_ , or _**girl**_ in front of the word friend. That and we held hands and hugged more; and the kisses we gave each other became different. Other than that… nothing changed."

Ben was flabbergasted. He thought there would be more. _"Could it really be that simple?"_ he thought in amazement. "So… nothing changed?" Steve nodded. "Is there any way you can tell if someone else is in love?"

Steve shrugged. "I guess there is. Lucy and I can tell when two people are in love with each other. But it's not something you can really tell unless you know what it feels like." Ben stared not knowing what to say. "You know what the difference is between a crush and real love?" Ben shook his head no. "With a crush or infatuation the other person is perfect. You get the same feeling you get when you are in love but… you are basically a slave. It's like a drug, you get those feelings and you do anything you can with and for that person to have those feelings again."

"When you're in love…" he continued, "the one you are in love with isn't perfect. You know they aren't perfect but you still get those good feelings despite the fact. I'm not saying you love their quirks or something. I'm saying that you want to be with them, even though those quirks may annoy the hell out of you sometime." He said with a smile.

Ben sat in stunned realization. _"I really am in love with Gwen."_

His other half retorted, _**"You knew that already. So what are you going to do about it?"**_

Steve saw the look on Ben's face. "I assume the reason you asked all this is because you think you're in love with someone."

Ben shook his head looking at him with conviction. "Not think. I am in love with her. The problem is it's not someone I should be in love with."

Steve looked confused. "Why do you say that? She's not your mom is she?"

Ben stared at him deadpan. "I might be a little unbalanced but I _**don't**_ have an Oedipus complex."

Steve chuckled, "Ok, ok just kidding. Seriously though is she married?"

"No she's not married. It's just complicated. She's… a very good friend of mine," he said succinctly.

Steve shrugged, "if she's a friend I don't see what the problem is. Have your feelings changed for her recently?"

Ben sighed. "No. I just recently realized that what I was feeling was more than what I thought it was. The fact is I've been in love with her for years, I just didn't know it."

Steve chuckled. "Wow, you and I are more alike than I thought." When his laughter died he became a little more serious. "Ben… if it's someone you shouldn't be in love with, which unless it's your mother or a happily married woman that's not a real thing, what would you do without her?"

Ben froze. He idly began rubbing the omnitrix with a haunted expression on his face. "Destroy the universe," he whispered.

Steve was shocked he had said that. He saw the deep pain in Ben's eyes and knew he was completely serious. "I'm assuming there's a story behind that."

Startled out of his reverie Ben looked at the other boy's bewildered face. "I said that out loud didn't I?" Steve nodded. Ben sighed, "Yeah, there's a story, a very painful one. Long story short, I thought she was dead. She saved my life but paid with hers. I was ready to let the universe be destroyed because she was gone."

Steve stared unblinkingly. "Oh! I'm assuming since we're all still here she's alive."

Ben nodded then thought about the question originally asked. "Other than catastrophes like that it depends on the situation. I'll tell you if she weren't in my life right now I'd probably be dead or worse. She's good about pulling my butt out of the fire, literally and figuratively."

Both chuckled. "Well I'd say she's perfect for you then," Steve commented. They sat in silence for a while thinking about what had been said. _"That confirms who we're talking about and certainly what Lucy suspected."_ Steve eventually sighed, "Ben you said you wanted my advice and here it is. I'd say you should take the chance. Whatever reason you think you can't be with Gwen, ignore it."

Ben blanched staring wide eyed at the other boy. "Wh-who said anything about Gwen?"

Steve stared at Ben with a knowing look. "Let's be honest with each other here. I know you're not talking about some random girl."

Ben stared back into the other boy's unflinching face a moment more before his expression dropped and he let out his own sigh. "Was it that obvious?"

Steve smirked, "a little bit. To be fair though, Lucy kind of suspected it and we talked it over."

Ben chuckled, "Yeah, she is an observant one. She was the one who, pretty much made me realize that I love her, in the not so familial way."

Steve nodded and smiled. "She said as much. Though, I'll let you in on a little secret. When I first saw you two together I thought you were married. Lucy told me a lot about you both so I already knew you had the same last name and you were her cousins. I didn't know you were her age though. What made me really think that though is how you two act around one another. It's obvious you two have a deep bond and the stories I've heard only confirm it. But you know what really made me think that?" When Ben shook his head he continued. "When I saw you two dance and you sang that Bryan Adams song I could see it. You two weren't even aware of what was going on around you. It actually reminded me of my parents."

Ben looked at the table with a blush on his face. "Geez did everyone hear that," he asked in embarrassment.

Steve chuckled, "I think everyone on the dance floor heard it." This only made Ben blush harder and groan as he covered his face with his hands. "You should have seen the girls. They were all looking at you two swooning. Some were even crying and the dudes all looked like they wished they had thought of it."

Ben shook his head in resignation. "Well there goes my reputation."

Steve laughed at that. "Don't be so embarrassed about it bro. You do have a great singing voice."

Ben chuckled, "thanks." Putting his hands on the table he looked at Lucy's boyfriend again. "You seem to be taking this pretty well. You really don't have a problem with me being in love with my cousin?"

Steve laughed again. "Ben, I'm the last one to judge someone on who they love. I'm dating and in love with a Lenopan. Yes, I know Lucy is an alien and so is Camille," he said when Ben looked at him in surprise.

"Have you always known?" Ben asked in curiosity.

Steve nodded finishing off his smoothie. Ben's stood forgotten on the table. "Yeah, pretty much. She didn't tell me right away but I don't mind. I'm not xenophobic or anything. In fact I know you and Gwen are part Anodite and I'm pretty sure some of the teachers are aliens too."

Ben raised an eyebrow in curiosity. "Really? Which ones?"

He shrugged saying, "I'm pretty sure Ms. Whitesel who teaches world history is one but who knows."

Ben laughed hilariously at that. When his laughter died he felt much more optimistic than when he left school. He glanced at the clock on the wall noticing the time. "I gotta bail man. I know you have to get ready to meet up with Lucy so I'm gonna take off."

Standing both boys shook hands. Steve said, "Cool man. Thanks for the lunch or snack or whatever you want to call it."

"No… than _**you**_ Steve. You really set my mind at ease. I like you and I think Lucy made a good choice." Ben said matter-of-factly.

Steve smiled, "thanks. I hope everything works out between you and Gwen, I mean it."

"Thanks, I do too. Now if you'll excuse me I suddenly find myself needing to stop by the fish market," Ben said then left the café.

* * *

A figure crept in the darkness toward his destination. The objective was right in front of him. The tiny figure slunk along the side of the building just beneath a window that had soft light pouring out of it, possibly from a TV that had been left on. The blinds were drawn but the window was slightly cracked to let in the cool evening air of late spring/early summer. Soft, feminine moans drifted into the night leaving no doubt as to what was taking place.

The figure shuddered in disgust. _"At least he's occupied, less chance of discovery. Now I just need to invent brain bleach."_ The figure thought not wanting the images the sounds had generated to remain in his head.

Continuing quietly the figure got to the edge of the building and peaked around it to make sure there were no pedestrians out for a late night stroll. Seeing the way was clear he picked up the package wrapped in twine he had been dragging and made a dash for the objective in the garage. Ducking underneath the 2016 Dodge Challenger he made his way toward the front. Once there he dropped the package, undoing the twine. Before opening it he pulled out a dust mask, made to fit one of his kind and donned it.

Opening the package reveled two long objects he had acquired just hours before. Picking one up, he climbed into the undercarriage of the vehicle just above the transmission. There he placed the object, ensuring it would remain in place. He repeated the process with the other object then used the twine to secure them to the body of the car.

His mission complete, he dropped to the ground and grabbed the wrapping the objects were transported in. Making as little noise as possible he crept to the entrance of the garage, once again stopping to ensure there were no witnesses. Seeing no one he quickly and quietly made his way to the next building and deposited the newspaper wrapping and dust mask in a dumpster. That finished he went behind the dumpster obscuring him from view.

Two quick, green flashes later a Kiniceleran emerged from behind the dumpster with a wide smirk on his face thinking about the water balloon incident earlier. "Let's see how much pussy you get once those fish start to rot Kevin." Ben said before speeding off toward home.


	5. Back In the Saddle

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Back In the Saddle

Ben lay on his bed wide awake. He had a pretty eventful day yesterday. The talk with Steve had calmed his mind and he got back at Kevin for his prank just after school. He grimaced thinking about the fact he couldn't take his favorite jacket with him due to having to have it dry cleaned.

Today was the day he would be going on his annual trip with Grandpa Max. Like every year since he started, Grandpa would come by his house to pick him up. He was so ready he had everything packed last night before he went out to get revenge on Kevin. He smirked as he thought of his vengeance. Hopefully Kevin wouldn't find the fish too soon.

Then he thought of Gwen. _**"Sweet, beautiful Gwen."**_

Rolling his eyes he thought back, _"Don't start. The last thing we need is to start treating her differently; even if it **is** true."_ He had decided he was going to act just like he normally does with her. He didn't want to freak her out for one and there was no reason to act differently. Through his talk with Lucy's boyfriend he finally realized his feeling didn't change at all. She was the same brave, beautiful, sexy, dweeb that he would do anything for as she was seven years ago. No… the sexy part wasn't a new thought. He just wasn't afraid of it anymore. _"Now, how the hell am I going to tell her?"_ he wondered.

Ben had no answer, which was fine because a horn blared outside his house at that moment. Getting up from his bed he calmly walked down stairs to see his parents had gone outside to meet with Grandpa. He grabbed his suitcase and backpack from beside the door and walked out himself. He saw Grandpa Max talking to his parents but of all things Gwen's parents were there as well.

"Uncle Frank, Aunt Lilly what are you doing here?" He asked curiously.

"Hey Ben," Frank Tennyson said with a smile. "Do we really need an excuse to visit our favorite nephew," he said ruffling Ben's hair.

The action caused him to squawk indignantly and back up, letting go of his suitcase. As he ran his hand through his tangled locks his Aunt Lilly came to his defense. "Frank, stop teasing him like that, he's nearly an adult," she admonished lightly but with a smile.

Ben's parents laughed and Frank sighed dramatically, "fiiiiine, spoil my fun why don't you." He grinned as Ben looked at his Uncle in mild annoyance. "We just came to see you off on your adventure and catch up with your parents Ben."

Ben was about to reply when the door to the Rust Bucket opened and Gwen stepped down. Ben's heart froze as he saw her. _"Ok don't panic it's just Gwen. Just act natural… crap,"_ he thought as his heart sped up and he felt heat flow throughout his body. His eyes roamed her from head to toe, seeing what she was wearing. She had on a pair of blue, denim shorty shorts that showed off her long, slender legs and a black camisole that displayed her creamy shoulders and slender neck. Her long, coppery hair was done up in a ponytail framing her face, which bore a genuine smile that reached the deep viridian orbs of her eyes. _"uhhh…"_ For once his mind had nothing to say, seeming to be in shock.

Gwen, meanwhile, stood still with one hand holding the door she had just exited. Her heart, likewise, started to beat faster when she saw he was checking her out. She noticed what he was wearing and felt heat pool in her abdomen. He had on khaki cargo shorts that showed off his well-formed calves and a blue, collared shirt with the three buttons at the top undone. She could see the very edge of his toned pecs and had to suppress a blush. _"Damn… soccer and whatever else he does certainly keeps him in shape,"_ she thought mentally fanning herself. Seeing the bright smile on his handsome face and the fire burning in his eyes made her think she was seeing stars.

Unseen by either, their parents stared at the pair in rapt attention wondering what was going to happen. At some unseen signal both teens shouted, "DOOFUS" "DWEEB" simultaneously and seemed to teleport into a tight hug. Carl, Sandra, Frank, Lilly and Grandpa Max all rolled their eyes and chuckled at their antics. "At least some things never change," commented Carl Tennyson.

The oblivious cousins stood still in one another's embrace both thinking, _"I so missed him/her this week."_ They were so relaxed in each other's arms, relishing in the warmth and comfort, they didn't notice they held it for a bit longer than usual; quite a bit longer. _"I so don't want this to stop,"_ both thought at the same time.

Of course all four adults noticed and looked at each other with raised eyebrows. Then they heard Gwen say, "You can let me go now doofus." There was no heat in it though and she was smiling.

She also didn't let go and Ben reminded her of this. "I'm not holding you, you're holding me dweeb." Neither let go.

Looking at each other but still embracing both said, "On three."

"One," Ben said.

"Two," Gwen replied.

"Three," they said together with a nod.

In the silence that followed all of the adults stared in amusement as the two smirked at each other with narrowed eyes.

"You didn't let go dweeb," said Ben.

Gwen's smirk widened. She leaned in, putting her lips right next to his ear and he froze. "Neither did you doofus," she said sultrily, her warm breath tickling the hair on the side of his head.

Ben shivered from head to toe and his breath hitched as he was hit by a wave of desire. He unconsciously tightened his hold on her and her lower hand drifted below his waist. _"I think our little game of chicken just went to a_ whole _new level,"_ he thought.

 _ **"…and**_ **you** _**started it."**_ his other side accused.

 _"Didn't; so, so didn't,"_ he vehemently denied.

 _ **"Oh yeah? What was that in Mr. Smoothie last week?"**_

His mental eyes widened in realization, _"What… have I done?"_

Luckily he was saved from anyone noticing his reaction; except for Gwen who was curious to note her bra got a little uncomfortable around her suddenly tender nipples, by a blonde missile who tackle hugged them to the ground. "BWEN! I didn't know you were giving out free hugs, you should have told me and I would have been out here sooner!" said the relentless ball of energy known as Lucy.

Everyone laughed as the trio of teens fell unceremoniously to the ground. Lucy had her arms around the other two who were on their sides. Releasing them, all three got to their feet, dusting the grass from their clothes. Ben chuckled, "what are you doing here Lucy? Not that I'm unhappy to see you, I'm just surprised."

Gwen answered, "She came to see us off like my parents. She was at my house at the crack of dawn and even helped me pack." Lucy giggled, nodding her head in affirmation.

Ben feigned a look of shock as he stared at his cousin. "You mean you didn't pack on Monday? Who are you and what have you done with my Gwen?"

Gwen blushed and lightly slapped Ben on the shoulder. He laughed as she said, "Ben stop!"

Lucy mentally rolled her eyes thinking, _"God, they so act like they're married already."_

Then Gwen turned to Lucy with a look of curiosity on her face. "I've been meaning to ask since the dance. Why do you say _**Bwen**_ whenever you see the both of us?" Ben nodded in agreement having wondered the same thing.

Lucy scoffed, "Oh that's easy. If you put Ben together with Gwen you're combined. Ben, plus Gwen, equals Bwen!" Lucy grinned, arms wide at her sides.

The two named individuals shared a look. Gwen then looked back at Lucy, "that doesn't even make any sense."

Ben shook his head with the same expression as Gwen saying, "It so doesn't."

Lucy nodded, still grinning and said, "yuh huh! I can prove it!"

Both shook their heads in amusement. "I'm sure you could," Gwen replied.

At that moment Grandpa Max strode up to them, his loud Hawaiian shirt and Bermuda shorts looking as out of date as ever. "Ok you two time to go. Ben, get your stuff on the RV so we can hit the road," he said cheerfully.

"Ok Grandpa," he said moving to comply.

As he loaded his belongings on the RV Gwen gave her parents and Ben's parents a farewell hug then turned to Lucy to do the same. "I guess I'll see you in New York Lucy. Have fun with Steve while you're up there."

Lucy smirked at Gwen as she released the hug. "Oh I plan to. You have fun too and don't forget to watch out for each other while you're out there roaming around."

Gwen sighed dramatically, "I'll try but you know Ben."

Lucy nodded, giggling. "Yep I sure do, but do you?"

Gwen had a look of confusion on her face. _"Of course I know Ben,"_ she thought. "What do you mean by that?"

Lucy smirked enigmatically, "oh nothing. You just might be in for some surprises… that's all. Just keep an open mind and everything will be okie day."

Gwen smiled at her unusual behavior. "I'll try to remember that. See ya Lucy," she waved back at her as she passed Ben with a smile heading for the Rust Bucket.

Having given his own hugs to his and Gwen's parents he came up to the Lenopan, who had a knowing smirk on her face. "So… we'll see you and Steve in New York?"

Lucy nodded that they would. "Yes… we'll see you **_and_ **Gwen in New York," she said knowingly.

Ben shrugged returning her knowing expression, obviously aware Steve had told her about their talk yesterday. "We'll see. I certainly hope so."

Lucy nodded in understanding. "Good to know. I'm glad you and Steve got to talk. He's a great guy," she said affectionately.

Ben nodded drawing her into an embrace. "Yes he is. I'm glad you found someone like that. I'd be happy to welcome him to the family," Ben said with a smirk and wink as he released Lucy.

Lucy blushed to her toes and squee'd with her hands covering her face. "Get out of here before you miss your ride!" she said with a giggle.

Ben laughed as he walked into the Rust Bucket shutting the door behind him. Once the RV drove down the street and out of sight; Carl, Sandra, Frank, Natalie and Lucy nodded to one another, expressions unreadable, and entered the house.

* * *

About 3 hours later Ben and Gwen sat at the breakfast nook on the RV eating lunch. After leaving the house, Ben had put his belongings away in the bunk room, basically just throwing it wherever he could find room. Ben had a Coney dog and curly fries smothered in cheese with bacon and chives and Gwen was eating a Cesar salad. Gwen was staring at Ben's plate of fries in mild irritation.

"You know, I'll never understand how you stay looking as good as you do when you eat that stuff all the time." She said in admonishment.

Ben shrugged nonchalantly, "hey, it burns a lot of calories being this awesome. I have to replenish them somehow."

Rolling her eyes, she took another bite of her salad. "You're only as **_awesome_ **as you are because you have me looking out for you. You know that right?"

Taking it in stride Ben said, "True, true. I once heard someone say: 'behind every great man, there's a greater woman rolling her eyes'."

Gwen's fork paused halfway to her mouth. Her cheeks were red and eyes were slightly unfocused. _"Did he just indirectly say I'm a great woman?"_ Placing her fork down she crossed her arms, looking away to hide her blush. "That is both the most egotistical and sweetest thing I've heard you say." Looking back in his direction, she quickly looked away again as he winked at her. "Thank you though. I'm glad you think I'm so great." She was smiling shyly and her eyes were intently staring at her salad.

Ben cleared his suddenly dry throat and took a sip of his soda. _"She looks so cute right now; and that outfit. Wow!"_ She began eating again, a beautiful smile adorning her lips. "I like your new outfit. It suits you and is very… summer-y?" In his head he rolled his eyes, _"real smooth. You come up with that on your own did you?"_

Gwen smiled wider, ignoring his blunder. "Thanks. I thought it was a little too much at first but it is comfortable. You really like it?"

Ben blushed as she fingered the strap of the camisole. "Y-yeah, it looks great on you."

Gwen smiled brighter. "Lucy helped me pick it out on Sunday when she invited me to go shopping." In her mind, _"It looks like Lucy was right about him liking it. Not that I bought it **for** him,"_ she denied nervously.

 _ **"Uh huh. If you keep saying that you** **might** **believe it eventually,"**_ replied her other side with heavy sarcasm.

Ben raised an eyebrow in her direction, "D-did she now?" Inside he was slightly annoyed and pleased at the same time. _"Oh that little minx is soooo going to get it."_

 _ **"Yeah, we'll definitely have to thank her,"**_ supplied his other half.

Gwen nodded. "Yeah, as a matter of fact, she helped me pick out my whole wardrobe for the trip."

Ben began to sweat and loosened his collar. "H-how nice of her," he said in nervousness. _"Of course she did. I'm almost afraid to know what kind of swimsuit she got."_

 _ **"Oh I hope it's a sling bikini."**_ Ben felt his pants tighten uncomfortably as the image of Gwen in one of those popped in his head.

 _"Thanks for that oh so helpful image,"_ he thought back sarcastically.

"It was wasn't it?" Gwen said as she finished her meal. She glanced over at Ben noticing he looked flush and was sweating a little. "Ben, are you ok? You're not getting sick are you?"

Ben shook his head, "nah, it's just a little hot in here." To try and alleviate some of the heat he unbuttoned his shirt a little more. Using one of the sides he fanned his shirt to get airflow through it.

Doing so inadvertently exposed something Gwen had never seen before. "Ben what's that on your chest?" she asked pointing at his shirt.

Ben stopped fanning himself caught off guard by the question. Looking at where she pointed he came to the realization he had never told her about that. "Oh, sorry about that. I never told you I got a tattoo huh?" he asked sheepishly. She shook her head with an eyebrow raised in irritation. He chuckled rubbing the back of his head. "Do you want to see it?" When she nodded he grabbed the hem of his shirt and raised it above his chest.

Gwen stared feeling her face flush at the sight of his toned chest and abs. _**"hmm that's going to give us good dreams tonight,"**_ her other side thought in pleasure. She wasn't going to disagree. The tattoo was a beautiful and intricate Celtic knot at the top of his pectoral above his heart. She saw there was writing around the side of the design. She scooted into the seat right beside him to get a better look. Squinting at the writing she discovered she couldn't read it. What it said was:

 **Tugann siad siúd fiú mo shaol. Caithfidh an duine a thairiscint dom mo chroí a fháil fiú dom.**

Gwen stared transfixed by the words. "Ben what language is this?" she asked as she traced the words with her fingertip.

Her finger left a trail of fire in its wake making his body temperature rise and his heart rate speed up. He closed his eyes and ground his teeth trying to ignore the sensations. _"I wonder if she knows what she does to me,"_ he thought ruefully. Taking a deep breath he exhaled and in a strained voice said, "It's Gaelic, Irish specifically."

Gwen nodded, still tracing the words with her finger. _"His heart is beating so fast,"_ she thought in interest. "Could you speak the words? I'll know what it says if I hear them." Ben nodded and spoke. The words flowed musically forth like the chiming of a choir bell. Gwen had her eyes closed and the translator charm she always wore made her hear:

 **Those worthy receive my life. The one to whom I offer my heart must find me worthy.**

She blinked as she removed her finger from his chest. He lowered his shirt and they scooted a little further apart. Gwen didn't go far as she was finished eating and wanted to sit close to him. She idly wondered if she made him uncomfortable and glanced over to see him eyeing his drink like it was the most interesting thing in the world. Thinking back to the tattoo she said, "That's pretty deep Ben. What made you get that?"

Thinking a bit he said, "I got the knot because it represents how all life in the universe is interconnected. The Gaelic just made sense since it was a Celtic symbol," he chuckled again. "I chose the words because of who I am. I'll give my life for those that deserve the chance. I have to be worthy to whoever wins my heart."

Gwen sighed, _"You are so worthy Ben."_ Aloud she said, "Whoever does win your heart will have to be an amazing girl. She'd better be like superwoman though," she said with a giggle.

Ben chuckled in return feeling his hormones calm; a little. _"She is an amazing girl Gwen. So, so amazing,"_ he thought wistfully.

Then Gwen thought about something else, "Do your parents know about the tattoo?"

Ben chuckled with a smirk, "yeah they know about it. They weren't exactly happy when they found out but they got over it." Not knowing what else to talk about he asked, "So what are we going to do until dinner?"

Gwen thought for a moment, "Well I still need to put a few things away in the room and we still need to set our bunks up unless you already set up the top one." She said with a slight frown.

Ben smiled, "Nah, I didn't set it up yet." He paused and looked at the table his smile dropping a little. "Actually, you know what? You take the top this time."

Gwen was surprised. He **_always_ **took the top bunk. On past trips she would just let him have it so they wouldn't argue about it, save for the first one. Now he was giving it to her with no fuss? "Are… are you sure you're ok Ben?" She said skeptically. She placed the back of her hand on his forehead to see if he had a fever.

He grabbed her hand with both of his taking it away from his forehead with an eye roll. "I'm **_fine_ **Gwen, I don't have a fever and I'm not sick. I just want to give you the top for once. Is that really that hard to believe," he asked as he put her hand on the table with both of his on top.

Gwen smirked, "To be perfectly honest it is a little surprising."

Ben crossed his arms in indignation and closed his eyes in a pout. "Jeez, see what happens when you try to be nice? That's gratitude for you." He opened his eyes when he felt her hand grasp his chin. His heart sped up again and he blushed as he felt her lips press gently on his cheek.

When she pulled back he turned his head to face her. She had a bright smile on her face and her hand was still on his chin. "Thanks Ben. You didn't have to do that you know," she said as her hand left his chin.

Ben smiled in return. "I know, but I wanted to. Just thought it would be nice to let you have what you always wanted."

Gwen was smiling but on the inside she was filled with longing. _"I wish you could give me a boyfriend like you. That's what I really want,"_ she thought morosely. "Well I'm going to make up _**my**_ bunk now. If you want I can put some of your stuff on the bottom one," She said teasingly.

Ben waved her off. "Nah, I got it. I'm gonna finish lunch," he said with a laugh. When she got up from the table he stared at her while she made her way back to the bunk room. He swore he saw her hips swaying as she walked. Once the door was closed his expression dropped and his forehead hit the table of the breakfast nook. _"How the hell am I going to do this,"_ he wondered in exasperation. _"Now that I know of my feelings I'm even more aware of her. God hormones suck."_ He sighed long and loud in frustration, "This is going to be a looong summer."

Raising his head from the table he felt a weight that wasn't there before. His eyes shifted to look at the paper try that held his cheese fries stuck to his forehead. Pulling it off he looked at it like it had done him a grave injustice. "Of course," he groused. Having lost his appetite, he threw the rest away and made his way in to the bathroom while adjusting his crotch. He suddenly felt glad he had an excuse to take a shower.

* * *

Later that night the Rust Bucket sat in the camp ground Grandpa had driven to for the night. Ben was sound asleep in the bottom bunk, snoring like he usually does. Gwen was wide awake staring at the ceiling and thinking about the things that had happened that day. First on her mind was the strong reaction she had when she first saw him at his house.

 _"What was that?"_ she thought with a frown. _"I know I missed him this week but that was so odd."_

Her other side not one to be left out replied, _**"From the looks of it he missed you just as much. You didn't see each other since work on Saturday so it's only to be expected."**_

Gwen wasn't so sure. _"But we've been apart_ way _longer than that before and I've never been so glad to see him."_

 _ **"You haven't gone longer than a week without at least seeing him since you were in junior high. The last time you went longer than that without speaking to him was when you got together with Kevin,"**_ supplied her other side.

Gwen internally groaned not wanting to remember that unpleasant chapter of her life. _"Thanks for reminding me about the worst argument we've ever had and the jerk that caused it. I really love thinking about it,"_ she thought sarcastically.

Her other side was completely unrepentant however. _**"Well someone has to remind you. You two didn't even fight like that when you were younger. It may not have come to physical violence but what a doozy."**_

Gwen couldn't disagree. The worst part was, after breaking up with Kevin, Ben hadn't even been smug about being proven right. That would have made her feel better about some of the things she said while they argued. It was ugly. Not wanting to stay on that topic she went back to what happened that day. _"Yeah no kidding. I guess we did miss each other more than I thought. My bra becoming uncomfortable though… my cycle's not due for another two weeks so I know it isn't that. I hope I'm not getting a bigger chest. The last thing I need is to have to get bigger bras."_

The other side of her mind seemed to huff and roll its eyes in exasperation. _**"It's typically called arousal. Remember when you were hugging and he pulled you tighter? Your hand didn't just**_ **slip** _ **did it?"**_

Blushing like mad she mentally shook her head in denial. _"Of course it did, don't be absurd. Why would I purposefully molest my cousin and I wasn't aroused. I do know what being aroused feels like."_

 _ **"I don't know, maybe you molested him because he's attractive and you want him. Your nipples sure didn't harden because it was cold outside. Admit it, you enjoyed being in his arms as much as he did being in yours. Neither of you were too quick to get out of the hug and don't tell me you didn't notice his reaction to your little tease,"**_ supplied her other side.

Mentally huffing in annoyance she answered. _"Ok yes, I admit it! It felt good being hugged by him and he is attractive! But that doesn't mean I want him."_

Her other side seemed to be looking back at her deadpan. _**"You don't want him huh? Ok let's play devil's advocate. Just today you wished he could give you a boyfriend**_ _ **'just like him'**_ _ **. You said he is worthy and don't forget last week you told Stacey and I quote, 'I dare say he's husband material'. Also was it really necessary to touch his chest when you were looking at his tattoo?"**_

Rather embarrassed by the direction her thoughts were taking she rolled over, placing her face in the pillow. _"Th-that's not even the same thing. Wanting his body and wanting the qualities he exudes are so not the same thing. I_ _ **would**_ _love to find a boyfriend like him and I_ _ **do**_ _think he's husband material. He's kind, gentle, caring and he can even be sweet and considerate once in a while. He's so brave too. He really wants to help people."_ She declined to think about the fact that no, it was not necessary to touch his chest. It was an unconscious act on her part. _"I think he'll make a wonderful husband and father for some lucky girl,"_ she thought in sadness.

 _ **"Why does that make you so sad?"**_ asked her other side; almost bringing up the fact she _**is**_ Lucky Girl.

Gwen let a couple of tears hit the pillow as she answered. _"Because when he finds the right girl where does that leave me?! He'll get married, have a great life, and I'll be left all alone… forgotten!"_

Her other half glared in admonishment. _**"You know '**_ _ **damn'**_ _ **well he wouldn't do that! Jesus, he talked about you all the time when he was with Julie according to Stacey! That doesn't sound like someone who forgot about his best friend to me!"**_ She was still afraid though. _**"If all you wanted was to not be alone why did you break up with Kevin?"**_

She almost sat up in the bunk in incredulity with that question. _"Are you fucking serious?! Kevin is self-centered, a huge jerk and all he thinks about is his car and sex. He didn't care about me; all he wanted was to get in my panties. For heaven's sake all he talked about was how great my tits were and how nice it would be to put his face in them. God… what did I ever see in him?"_

 _ **"Yeah… he sure isn't Ben is he?"**_ her other side asked knowingly.

Gwen actually did roll her eyes this time. _"No he's not Ben. Not even close. Ben notices the effort I put in to my appearance. Ben compliments me and talks about other things besides his car or my breasts and ass."_

 _ **"That's why you never date isn't it though? You compare every guy you meet to Ben and they don't measure up,"**_ her other side suggested.

Gwen sighed in resignation. _"You're right. Ben really is a wonderful guy. I just hope whoever he chooses to give his heart to, is worthy to receive it."_ Her heart clenched painfully at that thought. It was painful enough it almost made her flinch.

 _ **"Are you not?"**_ Not answering she felt as if her other side rolled its eyes and pinched the bridge of its nose. _**"What if he chooses you?"**_

This time she did sit up in the bunk, but in surprise. "H-huh? Why would he do that?" Her heart began to speed up and she felt warmth begin to spread in her chest.

Her other side replied, _**"Geez, not out loud dummy! Do you want to wake up Ben?!"**_ She smiled sheepishly behind her hand while nervously glancing over the side of the bed to make sure he was still asleep. " _ **Why wouldn't he? He's done it before. The tree, Ghostfreak, Animo's bird, Xenon; he chose you over the other options. For god's sake he could have destroyed Vilgax on Xenon but all was forgotten when he saw you. Did you happen to notice he was crying when he hugged you for dear life? He never cries!"**_

Gwen remembered all of it and blushed, thinking of it in a new light. _"He just did all of that to pay me back… didn't he?"_ She wasn't so sure anymore.

 _ **"For what?!"**_ her mind retorted. _**"Maybe the tree could be explained as payback since you saved him from Vilgax's drone but everything else? He didn't have to let his body be possessed by Ghostfreak and he**_ _ **shouldn't**_ _ **have. But you were in danger and he chose to save you. Remember what Tetrax said about him when they all thought you were dead on Xenon? That didn't sound like our Ben did it? '**_ _ **Our'**_ _ **Ben was gone until you came back."**_

Her heart beat sped up even more as she thought about the incidents mentioned. She saw how worried he had been when the Ectonurite that used to be in the omnitrix possessed her. Her fear had shifted from that of being possessed to fear that Ben was going to be hurt once Zs'Skayr possessed his body. She also remembered the stories from the mercenary Tetrax about how Ben had lost it. He said Ben had become so serious, saying he didn't care when they warned him that activating the watch would speed up the S/D sequence. Turning into Cannonbolt and crashing down the lab door and demanding Azmuth do something was the next one. The Ben she had always known wouldn't have done that.

She vividly saw the look of adulation on his face as he ran up to her with tears in his eyes, embracing her willingly like he never wanted to let her go. That was one of the happiest moments of her life. It was a memory she would cherish for the rest of her life. The warm, tender smile on her face fell though as she thought, _"maybe he did choose me those times but that was different."_

She was surprised to hear her mind actually agreed. _**"Yes they were different circumstances, but he had a choice. You were his choice every time too. He even chose to take you to the spring formal."**_

She blushed hard remembering his somewhat awkward asking her to the dance. _"Oh come on. He just needed a date and didn't want to waste the ticket he bought."_

She got a mental eyebrow raise in reply. _**"You '**_ _ **know'**_ _ **that isn't true. He could have asked any number of girls that would have been ecstatic to go with him or he could have gone by himself. He even said he was willing to go alone."**_ She admitted that the first part was true with a little bit of jealousy. _**"Turning a bit green are we? Well don't! He asked you because he wanted '**_ _ **you'**_ _ **to go with him, his best friend, his '**_ _ **partner'**_ _ **.**_ _**Don't forget what he said to that bimbo who dumped him, thank every deity that exists for that by the way."**_

Closing her eyes she remembered the dance with a smile. She felt the elation again when he stood up for her to his ex. The look in Stephanie's eyes when he told her off was priceless. Remembering what he said after made the funny feeling she had at the time come back only instead of butterflies, they were hornets. The warmth in her chest spread to the rest of her body as she remembered him saying she is his partner. Then when he sang the song while they danced came to her mind. Tears welled in her eyes again when she imagined him singing the song _to_ her instead of just singing it because she had asked.

Her other half made itself known then. _**"Say what you want, but don't deny you want to be with him."**_

Gwen sighed wearily. _"Even if that's true, which I'm not saying it is… It can't happen."_

Her other half replied, _**"Why do you say that? And don't give me the excuse that he's your cousin or it's not allowed or anything like that. You know cousins getting married is allowed in our state and nothing else forbids it. Hell your parents let him take you to the dance didn't they?"**_

Gwen sadly thought, _"I don't know if I love him though. I don't even know what love is."_

 _ **"I didn't say you have to and does anyone know what love is?"**_ her other side retorted. _**"Besides you do too love him. Maybe you don't know if you love him like '**_ _ **that'**_ **,** _ **but I'm not saying you have to know that right now unless you want to marry him tomorrow."**_

Gwen could feel a full body blush and crossed her arms over her stomach as the hornets seemed to get even angrier. _"What's all this talk about marriage? I'm not thinking about getting married any time soon."_

 _ **"But you '**_ _ **have'**_ _ **thought about it…"**_ her mind said matter-of-factly. _**"…in any case you haven't said why it could never happen."**_

Thinking a moment she sadly replied, _"There's no way he could feel that way about me. I'm just his dweeb_ _ **cousin**_ _. He'd never go for it."_

Her other side sighed sadly in return. _**"I can't tell you how he feels but I don't think that's true and neither should you. For all you know he's going through the same thing you are. Maybe he feels conflicted and scared too, maybe not."**_

Gwen pouted, cutely though no one could see it. _"I'm not conflicted and I'm certainly not scared."_

" _ **If you say so… look; if you really want to know think about it. Or you could always ask him."**_

Gwen's eyes widened in slight panic, _"Wh-what do you mean ask him?!"_

 _ **"Geez no need to get your panties in a bunch. I just mean talk to him about it. Ask if he's ever been in love, things like that. He may act stupid some of the time but we both know he's far from it. He's Reckless and stubborn, without a doubt; stupid, not so much,"**_ her other side suggested.

Calming down Gwen thought about it. _"Yeah I guess I could do that."_ Looking at the clock on the shelf across from the bunk she fell back with a huff noticing it was 1:30 in the morning. "Next weekend. I'll talk to him next weekend," she said before closing her eyes to sleep.


	6. I've Got a Funny Feeling About This

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

I've Got a Funny Feeling About This

The Rust Bucket was parked outside of an old plumber base the following week. Grandpa Max had received a call the previous day from the director of the organization saying that suspicious activity had been detected by a park ranger in Yosemite National Park. The National Parks and Recreation Service had contacted the FBI who had contacted the plumbers, knowing there was a hidden base within the park, so they were aware of the investigation. Since they were on the way there anyway, Max said they would investigate the disturbance.

Speaking with the ranger, who reported the activity, they had learned there had been suspicious looking subjects entering and leaving the park at odd hours of the night for weeks. One of the rangers had seen several unknown figures lurking around the north end of the park. Grandpa knew about the decommissioned base at that end of the park and immediately drove the RV there to make sure it wasn't compromised.

He had told them the base was a converted ballistic missile silo the government had re-purposed in the early '70's for the organization to use as a staging ground. The ICBM was long gone of course so there was no danger of that being the reason for the disturbances. There was however, still plumber and alien tech that could be pilfered and used for nefarious means if it fell into the wrong hands.

Gwen still hadn't figured out how she was going to talk with Ben about what she had been thinking about since the trip started. She had noticed he was being increasingly nice to her, not that she was going to complain. Since they had started high school he had been much more considerate of her so it wasn't that unusual. But he did little things here and there that confused her. The first thing was him giving her the top bunk, but there were other things too. She noticed he held doors open for her and he hasn't complained once about her sitting in the passenger seat of the Rust Bucket.

The real kicker, though, was what happened a few days ago. They went to a fair somewhere in Wyoming and every single game they played he let her pick without complaint. Not even when she had taunted him. He had just smiled while putting his arm around her shoulders like they were just two friends out to have a good time. Which they were, of course, and she didn't say anything about the small gesture of affection, secretly enjoying it. Whenever she would win he would give her a hug telling her good game and she blushed whenever he did. She eventually just decided it was him growing up and being more mature. _**"Or is there another reason?"**_ her other side had wondered for her.

Ben was also thinking about the last week. They had some good times and were getting along well, which wasn't really a surprise. He still wasn't sure how he was going to let Gwen know about his feelings however. He had started to be more chivalrous toward her and she didn't complain, which made him feel good. She even seemed to be more receptive to his small tokens of affection but that was as far as he was willing to go for the moment.

There had been a few close calls of course. One time when she was doing something on the roof of the RV she had fallen off the ladder on the way down. He had caught her but as she was catching her breath with his arms around her, he had noticed the jasmine and lavender scent of her shampoo. She had a tight grip on his arms and was staring at nothing with her back to him so she didn't notice he had almost kissed her on side of her head in relief.

Another time she had asked him what he wanted to watch on TV and he had _almost_ called her love instead of dweeb. He caught himself but it had been close. _"Definitely have to be more careful."_

His other half replied, _**"easy for you to say, not so easy to do."**_ He didn't disagree.

Max Tennyson was thinking about the behavior of his grandchildren as of late. He had noticed how they seemed to be a lot closer than they had been in the past. They were always close to be sure. Well since that first summer trip together they were, but lately they seemed nigh inseparable. There was no mistaking the joy they both felt whenever they would see each other and while they weren't literally joined at hip; it was a near thing. _"I wonder what's changed,"_ he thought. Thinking on it further he realized nothing had changed. This had been building for years. It started as something small and insignificant but had grown as they matured.

He wasn't sure if it had grown into what he feared it might but the potential was there. The signs were already there as well. Their bond was already undeniably strong, especially for ones so young. Sighing mentally he thought, _"I'll just keep an eye on them; and if it is what I think it might be… I hope they know what they are getting into."_

His fear wasn't for the fact they might be in love, no. They are good together, perfect almost. Whether they are performing their hero duties or not they work as a team, a single unit. It's like watching two halves of one person instead of two separate people. He hadn't seen anything like it since his own wife, Verdona, and himself. They know each other better than anyone else in the universe and they balance each other. Ben's impulsive and often carefree nature perfectly counteracts Gwen's logical and serious one. Likewise Gwen's down to earth personality keeps Ben's often time's enormous ego in check.

His worry for his grandchildren was for what would happen if their relationship did become more than the close friendship they already share. If they weren't already in love it wouldn't take much and they would cross the point of no return. It reminded him of something he heard once. 'Madness, as you know, is like gravity. All it takes is a little push.' It was certainly true and love, if nothing else, is madness. Having personal experience with being in a relationship considered forbidden by society, he was intimately familiar with the road they had ahead.

Coming to the secret entrance of the base he had no time for further contemplation. _"I'll just have to guide them if it comes to that,"_ he thought. "Here we are kids," he said as he approached the blank face of a rock wall.

Ben rolled his eyes behind his grandfather's back. "Grandpa, we're almost eighteen. We'll be legally adults in this country pretty soon," he complained.

Max smiled knowingly saying, "Not in every state." At Ben's flabbergasted look he chuckled. "In any case Ben, you'll always be my grandchildren no matter how old you get. You'll understand when you have kids of your own one day," he said, to which Ben looked at him doubtfully. Turning around he took a small, thin piece of metal from his pocket and inserted it into a hidden slot in the rock face. Turning the device to the left made a small door, disguised as part of the rock wall, raise with a grinding noise. Behind the door sat a palm print reader, which Max placed his palm on.

A few seconds later a loud groaning sound came from their right. A large crack appeared vertically on the face of the rock wall, going from the ground to about fifteen feet high then spread horizontally in both directions. The door opened just enough to allow all three to enter and came to a grinding halt as the gears, rusty from disuse, seized.

Max sighed in resignation, "Well at least we can get in." Turning to his grandchildren he said, "All right you two; I don't know what we'll find in there so stay behind me." Max then paused with a sheepish grin as Ben and Gwen glared at him. "On second thought… go ahead and transform and we'll go together."

Both teens smirked and Ben said, "Forgot we had skills Grandpa?" Gwen rolled her eyes then tapped a charm she wore around her neck which transformed her into Lucky Girl. Ben dialed through his aliens and selected his perennial favorite. After the plunger rose he pressed it shouting "It's hero time!" When the familiar green flash died down he stood as the hulking Tetramand he called Fourarms.

The trio headed through the open door and immediately recoiled at the smell that hit them. "Ewww, it smells like a pile of dead fish left out in the sun for a day," Gwen said as she covered her mouth and nose with a hand. Ben was waving two of his hands in front of his face.

" _Geez is that what Kevin's car will smell like,"_ he wondered. He almost laughed at the thought but was too busy trying not to hurl. "I don't suppose you have any face masks do you Grandpa?"

Max shook his head but his expression remained stoic. He didn't seem to be affected by the stench. "It smells like organic decay and a lot of it. This base was sealed so nothing should have been able to get in here. Watch yourselves; something is definitely fishy in here."

Finally having enough, Gwen muttered, "Odor obstrutionum," while pointing her hands at Ben and herself. With a light pink glow around their heads they could breathe easy.

"Ahh thanks dweeb. Don't know if I could have taken much more of that," Ben said grinning in Gwen's direction.

She nodded back and Grandpa Max took out a blaster he wore on his hip. "I don't know what might be in here but be ready for anything," he cautioned.

Both teens nodded and followed after their grandfather. As they walked along the halls they saw doors leading to other rooms. Mainly offices but there were a few lounges and restrooms along the way. As they got deeper into the base Gwen noticed something. "Hey grandpa; if this base is deactivated, how does it have power? I noticed the lights are on and the electronic security locks work."

Max nodded in understanding. "Good observation Gwen. These bases don't use the normal power grid. They run off of a series of small cold fusion reactors, kind of like batteries. The difference is they don't run out of juice."

Gwen nodded and they continued into the base. Eventually they came to an intersection where they could go one of three ways. Max took one look in each direction and sighed. "Alright, who wants what way?"

Ben immediately said, "I'll take the right."

Max nodded saying, "Center."

Gwen looked down the left corridor with trepidation. "Guys… I'm not getting a good feeling about this. I don't think we should split up."

Ben looked at her with lowered eyebrows. He had been around Gwen long enough to trust her instincts. They were usually pretty good. "What's wrong Gwen? Do you see something?"

Gwen shook her head and turned toward Ben with a worried look. "I'm just getting a bad feeling. Not a walking into your doom feeling, more like a feeling like spiders are crawling over your body," she said with a shiver, crossing her arms around her stomach.

Ben frowned and quick changed into Wildmutt then stood completely still so he could listen, since his sense of smell was muted by Gwen's charm. He was immediately thankful for that as he was still able to detect the retched stench of whatever lingered here. His super enhanced hearing picked up almost nothing. He heard the hum of the lights overhead and the heartbeats of Gwen and grandpa but nothing else. Then he heard a faint tapping noise. It sounded like thousands of mice all skittering along a pipe. Whimpering he quick changed from Wildmutt to Diamondhead. "Grandpa, maybe Gwen is right. There is definitely something here."

Max looked skeptical but weary. "What did you hear Ben?"

Ben replied, "I'm not sure but it sounded like rats or something, but bigger."

Max didn't like the sound of that but wasn't going to be deterred by rodents. "That might be all it is then Ben. This place is old and a rat infestation wouldn't be out of the question. I think we'll be ok to split up. You go right Ben, you go left Gwen and I'll head to the control room down this way," he said pointing in each direction."

Gwen began to protest, "But grandpa what if…"

"We'll be fine Gwendolyn. Here…" he said interrupting as he held out wireless ear pieces so they could talk to each other. "Use these to keep in touch and to contact me if you find anything of note." Gwen still looked a little worried so he softened his expression. Placing a hand on her shoulder he said, "Listen, if any one of us runs into trouble, just shout and the other two will come running. Sound fair?"

Gwen still didn't look too happy but she relented with a nod. Taking the device from Max she placed it in her ear as did the other two. They all did a mic check to ensure it was working properly. It was a pretty impressive piece of tech. It was as small as a standard ear bud headphone, yet contained a whole radio transceiver with auto channelizer. Its range was pretty phenomenal and you could talk to an individual or a group with a mere thought.

Max headed off in the direction of the control room while the cousins stared at each other. Ben had a look of anxiousness on his face as he nodded in Gwen's direction then turned to go down his own corridor. He stopped when Gwen said, "Be careful Ben. I swear if you get hurt I'll kick your butt when I find you." Her heart beat rapidly with worry for her doofus.

Ben turned back with a cocky smile on his face. "Hey I'll be fine. You be careful too so I can kick your cute butt later. We still have to spar, remember?"

Gwen blushed at him calling her cute and she felt a little better. "Oh I remember, but you're the one who's going to get his butt kicked when we spar. Just make sure you come back so we can."

Ben smirked with a chuckle. "I will dweeb but we'll see whose butt gets kicked."

As he walked away, Gwen turned down her own corridor thinking, _"you better come back doofus."_

* * *

About ten minutes later, still as Diamondhead, Ben was searching his corridor, looking into the offices and other rooms he came upon. Every single room he searched was empty, even the few labs he had found. He had been hoping to at least find snacks left in the vending machines in the lounges but even that was fruitless. He let out a sigh in boredom thinking, _"this is stupid. There's nothing here. Maybe what I heard_ _ **was**_ _just rats or something."_ Looking up at the ceiling he noticed a CCTV camera. "Hey grandpa; there are cameras in this place. Have you found the control room yet?"

A second later he heard Max's voice in his ear. "Yes I've found the control room Ben. But the computers have all been turned off and I have to wait for them to boot up. _**If**_ the cameras work you and Gwen can come here and we'll see what we can see."

Ben wiped his hand down his face in frustration. "Of course _**if**_ the cameras work. Why would they be on and working already? Because that would be easy, that's why," he grumbled. He walked into a bathroom not having anything better to do. The back half of the lights were off shrouding that side of the room in darkness. Walking up to a sink, he turned the faucet handle to cold hoping to get a drink of water. When nothing came out he became discouraged. "Tch… probably better that I don't drink this stale water anyway."

* * *

On the other side of the facility Gwen was having no better luck with finding anything out of the ordinary. She sighed in her own boredom actually glad there seemed to be nothing to worry about. _"What was that feeling I had then,"_ she wondered. The feeling of… wrongness hadn't returned since just before she and Ben had parted ways at the intersection.

She jumped in surprise as she suddenly heard Ben's bored sounding voice in her ear. "Hey dweeb; you found anything yet? I'm so bored over here my brain is starting to shrivel."

Gwen chuckled, "Well we can't have that doofus. You need as much brain as you can get." He scoffed in mock indignation and she sighed. "I haven't found anything over here. I take it you haven't either?"

"Aww not even anything in the vending machines? What a drag." Ben whined.

Gwen giggled at his childish behavior. "My doofus; always thinking with his stomach." She stopped short when she realized what she had said. _"Oops, I said that out loud didn't I?"_

Ben paused in throwing a crystal, he had generated, up and down from the desk chair he sat in. _"Did she just call me…_ _ **my**_ _doofus,"_ he wondered in surprise. Shaking his head he pretended not to have heard that part. "What can I say? I'm a growing boy, I need the energy." Beginning to toss the crystal in the air again he continued. "Nothing over here but a bunch of empty offices and stuff. I almost wish there had been a break-in. That would have at least made this worth it." Getting up from the chair he continued down the current hallway he was in leaving the crystal on the desk.

"Aww Ben, I'm hurt. I thought spending time with my wonderful, glorious self would make it more than worth it," she mock pouted as she entered a door that read 'laboratory 3'.

Ben chuckled, "Quit stealing my lines dweeb. Besides I'm not currently _**with**_ you otherwise this would at least be tolerable."

Laughing at his joke she shot back, "Well you could always come find me doofus." Noticing the lights were off, she flipped a switch by the door turning them on. Finding nothing, not even any furniture, she exited to continue.

"Oooh hide and seek? We haven't played that since we were eleven. What do I get if I find you? Whoa…" he whispered in surprise as he entered a large, open room that looked like it once had been some sort of garage or mechanical work shop. The upper half of the high, vaulted room was pitch-black, the rest being lit only by a couple of stand lamps on opposite sides of the room. Seeing something strange in the middle of the ring of light he moved toward it.

Gwen thought for a second then replied, "How about… you get to choose the TV channel for a week if you do find me?" Almost half a minute went by without an answer and she stopped in slight confusion. "Ben?" Still getting no answer she thought maybe he was stalling for a better reward. "Hey, if you want more than a week you hav…"

"No, that's more than fine hon. I think I found something," he interrupted quickly. He was so engrossed in the substance he had found, he completely missed the fact he had called her something he never had before.

Thankfully, so had Gwen. She resumed her search and came into a room that was completely dark. "Really? What did you find?" Flipping the switch for the lights she was dismayed to find they wouldn't turn on. _"Great…"_ she muttered. Standing in the doorway Gwen whispered "Lumos" and a dim ball of light appeared in her hand. She used it to light the dark room like a flashlight as she searched.

Ben puzzled over the substance on the floor in front of him. It appeared to have been a clear, viscous liquid at some point but had dried into a mostly solid mass. Transforming an arm into a long spike he prodded it gently from a distance. It had slight give and he was careful not to penetrate the substance lest it release something toxic. "I'm not sure. It kind of looks like a huge puddle of slightly dried mucous or slime, and it's pretty recent too."

"Ew that's disgusting. Please don't touch it, it could be dangerous." She continued to shine her makeshift flashlight around the room not seeing anything of note. It looked to be another lab and she saw the reason for the lights not working as she went through. Every single one seemed to have been broken somehow.

"Ok kids, I got the cameras up and running. Go ahead and come to the control room," Max instructed them on an open channel.

"Ok, be right there grandpa," Gwen answered in complete sync with Ben. Continuing to scan the darkness she was about to get to the end of the room. She froze with a gasp of fright as her light fell on the figure of a hideous creature. It appeared to be a 6 ½ foot tall praying mantis with the head and tail of a crocodile. She tried not to scream; but when it opened its compound eyes and hissed at her menacingly, she couldn't help it. "AAAAHHHH!"

Ben heard her panicked scream followed by a boom, that he actually felt through the floor, and abruptly stood in worry. "GWEN! Are you all right?!" he shouted. Getting no response, Ben quickly spun around to run out of the dark room when he was thrown back into a wall by something massive crashing into his upper body. His crystalline body absorbed most of the shock but it still hurt a little. "What the hell was that?!"

Scanning the darkness on the ground level he didn't notice the giant claw that came from above, until it had nearly speared him through the shoulder. Quickly rolling to the side, he was able to dodge the first blow and springing from the wall allowed him to evade the second one. Doing a backflip in the air he landed in a crouch in the ring of light provided by the lamps. He had to dodge another swing from above that nearly pinned him to the floor but it put him close to one of the lamps. Grabbing the stand he directed the light to shine on the ceiling. Once it did he saw his attacker was one of the same creatures that had attacked Gwen (not that he knew that of course). The only difference was it was about 20 feet tall.

It hissed in anger as the light blinded it momentarily. Ben stared at the creature as it dropped from the ceiling barring his exit. "All right you ugly mother! Let's dance!" Ben dodged another claw swing and dove behind a work bench, firing a few crystal shards from his hand as he fell. He heard them impact the leathery carapace of the creature with a dull thud. He had to duck to the floor as the upper half of his shelter was sheared away by a massive scythe-like claw. "SHIT!" he exclaimed as he rolled away.

Getting back to his feet he quickly ran, circling the creature just as a couple of claw strikes gouged holes in the floor of the shop behind him. As he ran he fired more crystal shards, hoping to slow it if not outright stop it so he could escape. Seeing as all it seemed to do was anger the monstrosity, he thought of a new strategy. Turning his arms into crystal blades he ran as fast as he could toward the beast. Leaning backward to duck under another claw swipe, he slid on his knees underneath the belly of the beast. He held one blade horizontally and the other one vertically, managing to slice off a segment of one leg and score deeply into the abdomen, on his way to the other side.

The creature bellowed in pain and jumped to one of the walls then climbed to the ceiling, green ichor leaking from the wounds Ben had inflicted. Seeing his opponent hanging upside down from the ceiling again he circled it, warily keeping his eyes on the head at all times. The creature let out another angry hiss then ejected some sort of liquid at Ben, which he dodged. When the liquid hit the work bench he had been standing in front of it began to sizzle and smoke as it dissolved the piece of furniture.

"Oh come on! Seriously, acidic spit?! Ben complained as he glanced at the dissolving bench. His momentary distraction cost him in the form of another claw swipe sending him crashing to the floor through a massive desk in the office at the side of the shop. As he lay on the floor the lights went out with a crash. Ben huffed, thinking, _"ok asshole, now I'm pissed. Time to fight fire with fire."_

Lying on the ground he transformed back to human then turned the omnitrix to Heatblast. Slamming the plunger down he changed in a flash of green light that lit the room. Gathering as much energy as he could he burst from the wreckage of the desk with roar of anger and blinding burst of flame. The beast recoiled from the intensity of the heat and light with a screech. Ben kept the burst of flame going as he advanced, his face a snarl and fists clenched. The creature crouched to jump back on the ceiling, having jumped to the ground while the lights were out. Ben saw what it was about to do and raised his hands shouting, "Oh no you don't!" He threw two massive fireballs at the creature with both hands. One struck it in the thorax, the other the abdomen.

With a dull whooshing sound the massive mantis-like creature burst into flame and fell to the floor with a hideous screech. Ben stood for a moment watching it burn to a cinder as it writhed on the floor. When it finally lay still, he let out a breath in relief. "Almost too easy," he noted, rolling his shoulder. With a start he then remembered why he was trying to get out in the first place. "Oh shit, Gwen!" Quickly changing from Heatblast to XLR8 he raced away from the burning monster and toward his cousin, praying he wasn't too late.

* * *

While Ben was fighting the giant mantis, Gwen was having her own troubles with one. When she first came upon it, she had been startled and screamed loudly. She had thrown a mana bolt at the thing but all it did was clip the side of the creature and explode on the back wall. The percussion from the blast had knocked her and the creature to the floor but not unconscious. Gwen had quickly gotten to her feet and fled the laboratory in a dead sprint. As she fled she heard the thing skittering after her so she periodically threw small mana bolts behind her to keep it at bay.

Having no clue which way to go she picked random directions to help throw the creature off. Eventually she saw a large armored door up ahead that happened to be open. Quickly ducking in she closed it and twisted a hand wheel, locking it in place, in hope that the monster wouldn't be able to get in. She waited for a few minutes taking deep breaths to replenish her oxygen and make sure the beast had ceased chasing her. Getting her breathing as well as her nerves under control she put her ear to the door and listened. All she heard was the clacking of the creature's legs as it stalked the hallway. _"I don't think it can sense me in here,"_ she thought in relief.

Turning with her back to the door, she sat on the floor and looked around the room. The only light came from a flood light about ten feet above her head but it was shining the other direction. The room was fairly large and circular with another, closed access door on the opposite side. _"Hmm… must be the missile silo."_ She confirmed this theory when she looked at the floor. It was partially grated where ventilation shafts would be that would direct the toxic gasses out of the building if they launched a rocket. She also noticed some of the mounting hardware for the ICBM were still in place.

Looking further up she squinted into the near darkness above. Her eyes widened in terror and she stood, trying to press into the door as her heart sped up. She bit her hand to keep from screaming but a muffled whimper still escaped her lips. In the darkness above she could see the entire ceiling and much of the walls were covered by more of the same monsters that had been chasing her. She was trapped; there were monsters on the inside and one stalking her from the outside. Luckily the ones inside haven't seemed to notice she was there yet. Hopefully her luck would hold until help could arrive. _"Ben, where are you. Please I need you right now,"_ she thought as she started to panic. She didn't want to try her powers and draw their attention due to the fact she was pretty sure they would wane before she could kill enough to escape.

* * *

Ben sped down another hallway looking for any sign of Gwen when he stopped suddenly as a thought hit him. "Grandpa, can you tell me where Gwen is? I heard her scream on the comm set. I think she's in trouble."

Max's voice came over the channel, his breath heavy. He was clearly running somewhere. "She is Ben. She was being chased by some sort of abomination that looked like a praying mantis crossed with a crocodile."

Ben nodded. "I had to put one down just after I heard her scream. Big sucker too. Where is she? I'll meet you there."

"She's trapped in the missile silo with one on the outside. You get there by going straight down the hall she took. It's at the end," Max said.

"Ok I'll see you there," Ben said in a rush. As he was about to dash off he heard Gwen's voice in the com link.

"Ben, if you're there I could really use your help right now!" She whispered in a panic.

"I'm on my way Gwen. I got a little hung up with one of those creatures that was chasing you." He said apologetically.

"You know about the… never mind. L-look, I'm trapped in the missile silo with a whole bunch of those monstrosities! I think they are asleep so they haven't noticed me yet, but I don't know how long that will last!" she whispered in a rush.

Ben began to get really worried. "Gwen… how many are in there with you?"

Gwen trembled as she looked up. "I-I don't know. A hundred, m-maybe mor… Oh shit! Th-they're waking up. They're moving around."

Ben didn't even wait until she said 'oh' before taking off like a jet. The ceiling tiles and walls vibrated form the force of his departure. He didn't even notice when he blew by Max in the main intersection, the pressure knocking the older man to the floor. He didn't have time to stop if he was going to get to Gwen in time.

Within milliseconds he approached the door Gwen hid behind and he saw the abomination that had chased her. He felt an irrational wave of hatred flow through him as he looked at the creature; which at the speed he was going looked like a statue. Not noticing Ben's approach it didn't move a muscle. It didn't even flinch as Ben raked his Kineceleran claws through the flesh of its neck just below the head as he passed it.

Ben came to a screeching halt thirty yards beyond. As he turned around to briskly walk back to the door, the creature fell; the head bouncing in one direction, the body falling on its side in the other.

Not getting a reply from Ben for about eight seconds, Gwen trembled in fear. "Ben… if you're there please say something!" she whispered in fear.

Ben dragged the body of the creature beyond the door leaving a trail of green in its wake that slicked the floor. "I'm right outside the door Gwen; I'm going to get you out of there. The creature out here is down. Are you ok in there?"

She shook her head. "N-no Ben, I'm not ok! They're s-skittering around like a bunch of giant s-spiders with lots of teeth!" she stuttered.

 _"Spiders are her worst fear. No wonder she's so scared."_ Ben could tell she was on the verge of hysteria. She was badly hyperventilating and she was stuttering more. "Don't worry Gwen I'm not going to let them get you, but I need a little help. Where are you exactly?"

She trembled more as she saw they were moving more animatedly. "I'm r-right against the door b-but I can't move. I-I can't even use my powers I'm s-so terrified."

Ben could hear her losing control so he had to do something quickly. "Gwen I'm going to open the door. When I do I'll pull you out and close the door so they won't come after you; you got it? Nothing is going to happen to you."

Gwen couldn't hear what he said. Her eyes remained transfixed on the creatures above her that started to move toward the ground. "Oh god, oh shit, oh shit, oh shit! They're c-coming! They're g-going to get me!" Her voice raised several octaves and her breath came as hitching gasps.

Ben could hear in her voice that she was on the verge of shutting down. "Fuck! Oh well; time for plan B just like last time," he swore as he quickly changed from XLR8 to Heatblast. Twisting the hand wheel he unsecured the door and ripped it open.

Gwen watched in terror as a few of the creatures reached the floor of the silo. The scream that tried to leave her became a startled gasp as the door disappeared without warning. She felt strong, warm arms wrap around her and guide her gently to the floor outside. She laid there staring blankly at the ceiling. She felt a blast of heat from somewhere that almost caused her to flinch.

As soon as Ben laid Gwen on the floor he had jumped into the doorway with a roar, flaring his energy as high as it could go. The resulting burst of heat and light sent the half dozen or so creatures on the ground reeling with hisses of pain. Stepping forward he raised both hands and released enormous gouts of flame at the retreating monsters. They screeched as the flames ignited their carapaces, making them collapse in a heap.

Ben flared his energy even more and turned the columns of fire toward the rest of the creatures above. He increased the heat to near supernova levels, the flames turning white as he did so. Everything the flames touched got incinerated immediately. The beasts that were too close burst from the intense heat. The rest clambered over one another trying to escape the inferno by climbing higher up the silo.

Seeing the beasts rushing to escape, Ben pointed one of his hands at the other service hatch on the other side of the silo. Drawing his hand around the edge, he flash welded the door closed. Once that was done he canceled both flames and glanced up at the fleeing and confused monsters. Seeing they were all still trying to go up he left the silo and shut the door, turning the hand wheel to secure it once more. After hitting the base of the hand wheel with a burst of flame to weld it, he changed back to normal and rushed over to check on Gwen.

She was still breathing heavily but no longer hyperventilating and her beautiful green eyes stared unfocused at the ceiling. Kneeling beside her, he picked her unresisting form up and placed her crossways in his lap as he sat on the floor with his back to the wall. He encircled her with his arms, resting her head on his shoulder. He began to rub circles on her back as he whispered words of comfort into her ear. "It's ok now dweeb. I've got you. You're safe and the monsters can't hurt you," he soothed softly.

Gwen was still dazed. She could feel another pair of warm, strong arms around her and she heard a soothing voice, though she couldn't understand it. After a few minutes she could hear the words and immediately recognized the voice. _"My doofus is here. He said he was going to help me. It looks like he saved me. That's so nice of him."_ she thought lethargically. The rest of her body came to awareness with a jolt and she inhaled deeply. Letting it out she lifted her head off of Ben's shoulder to look him in the eyes.

Seeing her beautiful eyes filled with recognition he smiled. "Welcome back dweeb," he said tenderly.

Flinging her arms around his shoulders she buried her face in his neck. She tried to hold back tears of relief but a couple leaked out anyway. "I thought they were going to eat me or worse. Thank you, thank you so much doofus."

Ben chuckled lightly, still rubbing her back in comfort. "So little faith," he joked. "Do you honestly think I would let those monsters have my dweeb?"

Gwen shook her head with a chuckle of her own, inadvertently making her hair tickle his neck as her face was still buried there. "Of course you wouldn't. I can always count on you to have my back…" lifting her head she placed her forehead on his, gazing directly into his eyes, "…partner. You know you're my hero."

 _ **"He's close enough to kiss,"**_ her other side mused. _"_

 _Don't tempt me… I really kind of want to."_ she retorted.

Ben smirked softly staring deeply into her emerald pools, trying to convey everything he felt without having to speak. "Heh… using my own words against me. That's so not fair de… dweeb." He wanted nothing more than to close the short distance between the two and seal their lips together.

He was saved from his straying thoughts as Grandpa Max jogged up to them out of breath from running so much. He put his blaster away as he came upon his grandchildren, seeing as they appeared uninjured. The position they were in however, almost drew an eyebrow raise until he saw Gwen was trembling. _"She must have been terrified if she's this shaken up,"_ he thought. "I see you have everything in hand," he said glancing at the dead creature just beyond the service hatch.

As he spoke both teens looked in his direction but Gwen didn't let go of Ben. "Yeah, I got Gwen out of there just in time. There were a ton of those things trapped in there with her. I sealed both doors shut so they won't get out of there any time soon."

Max nodded as he tried to move the hand wheel of the door and found it quite immovable. Turning back toward Ben and Gwen he said, "Ok… I think we've done enough here and who knows how many more are running around this place. Let's get moving and I'll call this in to HQ. Gwen; are you going to be ok," Max asked in concern.

Gwen nodded with a weak, tired smile, "I'll be fine grandpa. I'm not hurt just shaken." Max nodded as he turned away to make the call to plumber headquarters. Gwen turned back to Ben with a pleading look. "Speaking of which… would you mind carrying me part way to the Rust Bucket? Just until I'm sure I can walk."

"What…" Ben was about to say no way but she was giving him the puppy eyes and his will started to crack. "Don't look at me like that," he said in trepidation. She poked her bottom lip out, his will crumbling. "I'm serious, stop," he tried to admonish. Her bottom lip began to quiver and his will broke. Lowering his head, he closed his eyes in defeat. "Fiiine," he sighed.

Gwen smiled as he stood to follow Max from the facility. He was carrying her bridal style with her arms still circling his shoulders. She leaned her head on one of his shoulders closing her eyes. "Thanks doofus. I'll owe you one."

Ben smirked, "Actually I found you so that means I get control of the TV for the week."

Not moving, Gwen softly said, "so doesn't count. I told you where I was."

Not giving up Ben replied, "Ah but I knew before you told me so it does count."

Gwen gently shook her head mumbling, "not… going… to happen."

"Aww come on Gwen, just give me that one little thing. You can have the TV for two weeks after that," he tried to bargain. Getting no response he glance to see her head slumped and her breathing was steady and even. _"Guess the stress finally caught up to her. You were right Gwen; we never should have split up."_ He repositioned her a little so she would be more comfortable. She only tightened her grip around his shoulders continuing to sleep.

Grandpa looked back with a smirk. "I think she has the right idea. HQ is sending a full hazmat and containment team. They should be here within the hour. You two rest in the RV while I meet them then we'll drive to one of the camp grounds for the weekend." Ben only nodded, more concerned with watching where he was going. _"They deserve the rest,"_ Max thought.


	7. Discoveries

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Discoveries

Four days after the manti-dile incident, the traveling trio found themselves at another camp ground in Grand Canyon National Park. The containment team had done a sweep of the entire base and purged the nest of monsters. They had also detonated explosives at all possible entrances including the top of the silo, after removing any tech still present, to seal it forever.

That very evening they had captured the group of individuals who had been sneaking into the park. After interrogating them it was discovered they were associates of Dr. Animo. The creatures were a new hybrid he had created by splicing DNA from a praying mantis and saltwater crocodile, hence the name _**manti-dile**_ _._ They had revealed Animo was again trying to create a living weapon that had the speed and adaptability of a mantis plus the ferocity and tough skin of a crocodile. They were unfortunately not able to discover the whereabouts of the rogue mad scientist.

After carting the criminals away to jail the team left leaving the Tennysons to their vacation. Gwen had slept for the rest of the day after leaving the compound and most of the following morning. All three had enjoyed the park for the rest of that day, leaving on the following one.

Having set up in the campground Max went to get into contact with an old friend he said they were meeting. Having nothing better to do, Ben had gone for a jog, saying he would be back later. Gwen sat at the table of the breakfast nook browsing the internet on her laptop. She was checking her Facebook but her thoughts were elsewhere.

She was remembering the incident at the base. Not the monsters but what happened afterward. _"He was so sweet when he comforted me. It felt so nice being held by him like that."_ She thought wistfully.

 _ **"Why do you sound so surprised when you say that? This**_ **is** _ **Ben we're talking about. He's come to your aid hundreds of times; we've been over this. It's also not the first time he's comforted you,"**_ said her other side.

Rolling her eyes she thought, _"So it's going to be one of those days is it? Fine; yes we've been over this and I know he's come to my aid and comforted me. It was how he did it that surprises me. He's never done that before."_

Her other half conceded the point. _**"Ok yeah we've never been in a situation where we were scared to the point of catatonia but so what."**_

 _"What do you mean so what? He's never held me like that before. He didn't even do that when I broke up with sir jerks-a-lot."_ She thought incredulously.

 _ **"Ahh so that's what this is about,"**_ her other side said in understanding. _**"To be fair; that was a '**_ _ **completely'**_ _ **different situation. I mean you were simply upset then. Plus, if you remember he still had a prett-y strong reaction to your distress then too. He may not have whispered soothing words into your ear and held you like a lover while rubbing your back; but you '**_ _ **did'**_ _ **have to exact a promise form him that he wouldn't hunt Kevin down and beat him to death."**_

Gwen mentally sighed in exhaustion. _"Thank god he did promise. Kevin might have deserved whatever Ben was going to do to him but I don't want him to ruin his life over a jerk like that."_

Her other side again relented. _**"That is true. In any case do you actually have a problem with Ben having strong reactions over you?"**_

Gwen thought about it then sighed loudly. _"I guess not. I don't know. It felt so good when he held me, then carried me. I felt safe… loved; like he wouldn't let anything happen to me. The way he stared into my eyes was so warm, so caring. It's almost like what I imagine he would do for someone he was in love with. The funny thing is it felt… right."_

 _ **"After everything you have been through with him you know he wouldn't let anything happen to you. I think he kind of proved it, yet again, in the plumber base don't you?"**_ She didn't disagree. _**"As for the other thing… he probably would do that for whoever he was in love with. We've seen him in action plenty of times and Julie has been on some of our adventures. He didn't act like that around her and we '**_ _ **know'**_ _ **he wasn't in love with her."**_ her other side hinted.

Gwen thought about it and it was certainly true. Then the other part hit her like a lightning bolt. _"Wait… if that's really true then that would mean… No, no that can't be true. Can it?"_ she thought, shaking her head in disbelief.

Her other side seemed to shrug. _**"Why not? Has he ever been in love? Do you know what someone in love looks like? Here's another question… do you want him to be?"**_

Gwen shook her head again. _"I imagine someone in love would look and act like my parents. I know they're in love. I don't know if he's ever been in love. I imagine he would tell me if he had been wouldn't he, especially if it_ _ **was**_ _me he was in love with?"_

 _ **"Not necessarily,"**_ her other half replied skeptically. _**"Think about who we're talking about. Ben probably doesn't even know what love is. Again, who does? More importantly though, he has always been a little shy when it concerns the opposite sex. If he does know what love is and he knew he was in love with someone, he would probably be a little reluctant to talk about it, even with you. He would be '**_ _ **especially'**_ _ **reluctant to confess his love to said person,"**_ it finished knowingly.

Gwen had to admit it was true. Her doofus has always been shy around girls. _"I guess the only thing to do would be to talk to him."_

Her other half seemed to glare at her in reproach after that. _**"Speaking of which; why haven't you done that yet?"**_

Gwen grinned sheepishly. _"Um… there hasn't been time?"_ Her other side stared at her deadpan and she sighed. _"Ok fine; I'm procrastinating. It's not exactly easy you know? We've never had a conversation like that."_

Her other side sighed in exasperation. _**"Don't you think it's about time you do that? You're never going to know what's going on if you don't ask the question."**_

Gwen looked out the window next to the table, noticing Ben had returned from his jog. He was practicing his martial arts next to the RV. She was transfixed by the sweat glistening off his shirtless torso as he moved through his forms. She began to feel heat build in her lower abdomen but suppressed it by looking away with a deep blush. Then an idea came that made her grin. _"Maybe it is. But first… we never got that spar."_ Getting up from the bench she walked to the bunk room to change.

* * *

Ben kept going through his Tai Chi forms deep in thought. He was thinking about what had happened in the plumber base, as he had been since the day after, just like Gwen. _"Man I can't believe I almost kissed her."_ The urge was so strong. Her lips were just inches from his own and all he had to do was move a little closer, making a connection to her he had shared with no other. He had almost gotten lost in her deep, soulful eyes as she gazed into his with such relief and something else.

His other half retorted, _**"Why didn't you again?"**_

Ben rolled his eyes thinking, _"Uh, because she would have flipped. That and grandpa was right there. He would probably have a heart attack if he saw that, just saying."_

 _ **"Oh don't give me that. You didn't know grandpa was there and maybe she wouldn't have flipped. You saw how she was looking at you,"**_ his other half said indignantly. _**"So when are we going to tell her she's the love of our life? Before or after we graduate from college."**_

 _"Hey I'm working on it all right? This isn't something I can just jump into. Neither of us have had a serious relationship and to be honest, it's kind of scary."_ Ben thought as he stopped his workout and took a long pull from his water bottle.

 _ **"You really should tell her soon you know. Even if she doesn't feel the same, which she might, you need to tell her. She deserves to know as your best friend at the very least,"**_ his other half replied.

Shaking his head to get the water off he had just dumped to cool off a little, he conceded. _"I know. I am going to tell her… when I'm ready."_ At that moment the door to the RV opened and he stared as Gwen stepped out. She was wearing a blue ballet crop top that showed her toned midriff and short black yoga pants with a white stripe going down the side which showed off her well-formed calves. _"Not fair,"_ he thought feeling the beginning of a blush. After taking another drink of water he sighed. "Hey dweeb. What's up?" He asked with a small smirk.

Gwen smiled as she walked over to his position then stood with her hands behind her back. This action inadvertently thrust her chest forward slightly making Ben inhale through his nose roughly. "I was just inside and saw you working out. It made me remember we never got to have that spar doofus," she said adopting a smirk of her own.

Ben tilted his head slightly, still wearing his smirk. "No we didn't. I was starting to wonder if you forgot."

Gwen grinned with lowered eyebrows. "No such luck there doofus. You're not getting out of your butt whooping and I figured no time like the present."

Now feeling his competitive side come out he smirked even wider. _"Challenge accepted_ ," he thought. Aloud he said, "You eager to taste dirt today then? I figured you would have had enough of that after eating grandpa's cooking last night."

Gwen giggled at the joke but her smirk remained. "Oh I won't be eating dirt today. You on the other hand…"

Ben raised his eyebrows. "Oh you're on dweeb. What are the stakes?" he said as he dropped his water bottle and walked with her over to a clear spot.

Gwen thought about it for a bit. _"Let's stay with the food theme. If I win I'll have to have him do something he'll be embarrassed about but I'll enjoy."_ Thinking about what would probably do that the most she smirked internally.

 _ **"What about if you lose you will eat grandpa's cooking for a week?"**_ her other side offered.

She mentally shrugged thinking, _"I'm not going to lose so whatever."_ Outwardly she frowned slightly, " _ **If**_ you win I'll eat grandpa's cooking for a week. When I win…" Her cheeks became rosy and she looked away to hide her blush. She didn't expect him to accept the terms but wanted to try anyway. "…you-have-to-take-me-to-dinner," she said in a rush.

Ben's mind boggled. _"Did she really just ask me to take her to dinner,"_ he thought in astonishment.

 _ **"Don't lose on purpose now,"**_ his other half admonished.

 _"Of course not,"_ he scoffed. _"It'll be funny watching her eat grandpa's cooking for a week."_ After a handful of seconds, in which Gwen thought he was going to decline, he said, "Ok, I can do that."

Feeling a happy wave of relief, she turned to him with a smile. "Good. But you better take me seriously," she admonished with a frown. Ben snorted and nodded as he walked to a position just a few yards away. Gwen stepped back herself and got into a basic Shotokan stance. She was puzzled as Ben just stood with his hands clasped at his waist. She raised her eyebrows as he continued to stand there. Getting irritated she stood strait, placing her hands on her hips and scowled. "I thought you were going to take me seriously."

Ben looked confused. "I am."

Gwen's eyes narrowed and she frowned in disbelief. "Oh so that's how you fight is it? You're not even ready."

Ben rolled his eyes as he let his hands fall to his side, "This _**is**_ how I show I'm ready."

Gwen huffed in annoyance. "If you're not going to take me seriously just forget it."

As she began to turn away Ben rushed forward, placing a hand on her shoulder just as her back was to him. "Hold on lo… Gwen. If we're going to spar, let's do it right."

She had stopped as soon as she felt his hand on her shoulder. Turning back toward him with her arms crossed his hand dropped. "What do you mean do it right?" she asked frowning.

Ben backed up to his previous position and placed his right fist in his left palm at chest level and bowed slightly. "This," he said with a serious look on his face.

Gwen nodded in approval and dipped low in her own bow, arms at her sides. Rising up she got back into her Shotokan stance saying, "You know you don't have to call me lucky girl when we're not working."

Ben chuckled nervously as he got into a basic Aikido stance. "Yeah I know… oops." He sighed in relief mentally. She obviously mistook his near slip for something other than what it was.

The formalities complete they began to circle one another with calculating looks on their faces. Neither averted their eyes as they sized one another up. After a complete circle they darted forward at the same time, meeting in a series of chops, blocks and punches. Ben landed a few decent hits that let Gwen know he was indeed taking her seriously and she landed some of her own that Ben felt might bruise. After a few minutes of this type of exchange, Gwen saw that Ben was going to attempt to grapple her into a throw and executed a spin kick to counter.

When her foot didn't connect, she was surprised to see him coming out of the back hand spring he used to evade her kick and adopted a low guard. Ben got back into a guard and both began to circle one another again. Gwen smirked, pleased to see he wasn't going to underestimate her as she though he might. However, "You're holding back doofus." She said still smirking.

Ben smirked as well, "So are you dweeb. Mr. Son says only a fool shows his true strength right from the start; and since neither of us are fools…"

Gwen nodded in approval. "Sage advice. What do you say we take it up a notch?"

Ben grinned then turned his forward hand, palm up, giving her a come at me gesture before returning it to the ready. Not one to resist the challenge Gwen dashed forward with a series of fast, high and low punches that Ben either blocked or dodged. Ben dropped to execute two successive leg sweeps that Gwen jumped over then attempted a round house kick. Catching his foot with both hands, Gwen stepped into his guard executing a perfect hip throw. Ben spun in midair, landing on his feet in a crouch. They continued in this manner until Gwen went for an attack that almost always worked.

Just as Gwen threw a knife hand chop aimed at his neck, which was a feint, he did something she didn't expect. Ben had blocked her knife hand; but just as she was about to pull it back and punch him in the solar plexus with her other fist, he turned his blocking hand and grabbed her wrist. He then ducked under her arm while switching hands on her wrist and pulled so her stomach met the knee he had raised. He continued to move as he lowered his knee and she felt a hit land on the back of her shoulder. She could tell it wasn't a fist but it didn't sting any less.

Spinning with the hit Gwen led with a haymaker, which was another feint, that he ducked but she connected with the follow up knee to his shoulder. He rolled backward with the blow but she didn't follow so she could reassess the situation. Coming out of the roll he came to his feet in a stance she didn't recognize. _"What the hell? He switched styles,"_ she thought in surprise. He was slightly crouching with one foot forward, his other one perpendicular and in a position that evenly distributed his weight. The arm on the same side as his forward foot pointed forward in a slight bend. His other arm was in a guard position, pointed at the other one and both hands were open with the fingers bent sharply to resemble claws.

Ben saw her guard was up but she didn't move to attack. She had a slightly perplexed look on her face and he smirked. "Tiger fist," he said smirking.

Now she understood. _"So he knows Kung Fu,"_ she thought in excitement. She felt a rush flow through her and she smiled happily. He was taking this more seriously than she thought.

Both teens rushed forward with bright smiles on their faces. Anyone could tell they were having a good time even as they executed punches, kicks and the occasional throw; some connecting, some not. Ben at one point had switched styles to Eagle Claw and had Gwen face down on the ground with his knee in her back and held one of her arms in a lock. Both were breathing more heavily and their bodies were slick with sweat. "Give up yet dweeb," he asked still smiling.

Gwen chuckled from her position on the ground saying, "not on your life doofus." As she said it she performed a scorpion kick that connected with Ben's back, sending him forward and off of her.

Rolling with the blow he spun around and re-engaged her in their match. They continued to trade blows for a few minutes when Ben made a mistake. He had blocked a knife hand that had been meant for his side and grabbed the arm intending to throw her again. He was about to do so when she reversed his hold and twisted his arm in a circle with his wrist locked. The move sent him backward and she used the momentum combined with a kick to his legs that sent him airborne _. "Shit that whole thing was a feint. This is going to hurt,"_ he thought. Continuing with the move she used a palm thrust in the chest to send him to the ground on his back, stunning him for a few seconds.

When he came to he felt Gwen's full weight as she straddled his hips and the edge of her hand was at his neck. Her other hand was fisted at her side and she was breathing heavily just as he did. She was giving him a megawatt smile that made him feel elation. "Do you yield?" she asked.

Ben took a few more breaths before raising his hands in surrender with a chuckle. "Looks like I owe you dinner," he said with a bright smile on his face. Her smile got wider and he took the hand at his neck into his and interlaced their fingers together. "That was a good match Gwen."

Nodding her head she said, "Yes… yes it was." After a few more breaths she moved to lay on top of him with her head on his bare chest. It was covered in sweat but she felt too good to care despite her aches. Placing her hands on his shoulders she looked into his eyes. She inhaled his scent wanting to remember everything about this moment. It had been the best spar of her life and she enjoyed it immensely. "Thank you my doofus I mean it. I haven't had a match like that since I won my first tournament."

Ben felt heat building throughout his body that had nothing to do with the Arizona summer or the fact that he had been exercising for the last hour and a half. Thankfully he was too tired and sore to be aroused enough for her to notice, but he felt the blood in his body begin to flow south. He placed his hands on her back and squeezed her gently in a pseudo hug. "You're very welcome." He smirked then saying, "Your doofus huh?"

Gwen smiled while getting off of him, grabbing his hand to pull him to stand with her. "Of course you are. Only I get to call you that remember?" she said as she released his hand.

Still smirking he crossed his arms over his chest. "Oh I remember all right; and you won't let anyone forget it, will you?"

Placing her hands on her hips again she nodded with a smile. "Damn strait I won't." Pausing to take her hands off her hips she said, "I'm going inside to take a shower. Now…" She smirked while placing a finger lightly in the middle of his chest, "I don't know when you'll get the chance to take me to dinner but…" she smirked wider while leaning up to whisper in his ear. "…I expect it to be someplace special."

Remembering what happened at the beginning of the trip he thought, _"Not this time my dweeb."_ Smirking back at her he placed his hands on her shoulders and gently rubbed while leaning in to the side of her head. He placed a gentle kiss directly on her ear then whispered, "Your wish is my command." When he leaned back and took his hands off her shoulders she stood stock still with her hand in the position it had been while on his chest. Her face was frozen comically and her pupils were nothing but pinpoints.

He smiled at her again saying, "I'm going for a walk to relax my muscles. Are you going to be ok while I'm gone?" She mutely nodded her head then turned to go back into the RV with the same dumbfounded look on her face. Putting his shirt on, he grabbed his phone and walked away from their campground.

When he was far enough away not to be seen he found a large boulder and collapsed on it shaking from nervous tension and no small amount of arousal. "Oh my god! I can't believe I did that!"

His other half replied to his verbal outburst. _**"Which part? Falling for that feint or the kiss."**_

Ben sighed, _"The kiss of course. Yeah I should have seen the feint but man that was a rush. And did you see what she was wearing? I'm going to be seeing that in my dreams for weeks."_

 _ **"Fantasies too,"**_ his other half replied. _**"So you still think she'll freak? She did ask us to take her to dinner; and she didn't exactly seem to dislike the kiss you gave her."**_

 _"Nooo… she made dinner a condition to her winning the match, she didn't ask,"_ Ben retorted.

His other half replied, _**"For her; that is asking. Besides you didn't say no."**_

 _"Yeah… because_ _ **that**_ _was gonna happen,"_ he thought sarcastically. _"What was up with that anyway? Not that I'm complaining, I'll take her to best restaurant in New York if that's what she wants, but that wasn't like her."_

His other half seemed to shrug. _**"Does it matter? You'll get to take her out on what is essentially a date. Maybe you can '**_ _ **actually'**_ _ **kiss her this time. On the mouth I mean, where you should have today and in the plumber base."**_

Ben rolled his eyes, _"I really don't think that would have gone over so well. It was just part of our game of chicken. You're right though it doesn't matter. We're going on a date."_ Ben felt euphoric thinking of it like that and grinned widely. He sat up on the rock as he heard his phone ring with a cheery ringtone. "Hey Lucy, what's up? I didn't think I'd hear from you this summer."

Lucy was practically vibrating with excitement as she held the phone to her head. "BEN, I JUST GOT A TEXT FROM GWEN SAYING YOU KISSED HER!"

Ben had to hold his phone away from his ear lest he go deaf. Once she stopped speaking he put his phone back to his ear and cleared his throat. "Lucy, it was just a light kiss on the side of her head, nothing more."

 _ **"Good thing she didn't see what we were doing before that. You might as well have been making out with her on the ground,"**_ his other half supplied.

 _"Quiet you!"_ he retorted.

Lucy replied still very much excited but not yelling anymore. "Yeah but you kissed her! You never do that, this is so amazing!"

Ben sighed pinching the bridge of his nose. "Lucy it was just one of our games of chicken. You remember me telling you about that right? Anyway it was just a peck on her ear it didn't mean anything." Ben held his phone away from his ear again as he heard her gasp loudly.

As soon as he did that, Lucy squealed exuberantly. "AAAAAAAAAAHHHHHHH-HAHAHA! Ben you _**dog**_! Of course that means something the ear is a major erogenous zone for some women!"

Ben stared curiously as he said, "Really? Huh I never knew that."

Lucy nodded furiously. "Yuh huh, it is! It's one of mine!"

Ben shut his eyes shaking his head. "So didn't need to know that. In any case it was just a little kiss. She kisses me on the cheek occasionally and it doesn't mean anything."

Lucy grinned knowingly. "Are you suuuuure it doesn't mean anything? When does she do that?"

Ben thought about it for a second. "She usually does it when she's thanking me for something I guess."

Lucy nodded happily, "See? It does mean something. It's a show of her gratitude. More importantly does she show gratitude like that to anyone else?"

Ben thought about it and his eyebrows furrowed as he realized, she didn't. "Actually no, no she doesn't." Then he remembered one time when they were about eleven and he scowled. "Except this one time there was a kid who paid for her to get into a theme park we were trying to get into."

"Uh huh. Still think your kisses don't mean anything?" she said smugly.

Ben drummed his fingers on his knee in annoyance. " _ **Anyway**_ , why did she text you?"

"Aww is she not allowed to text little old me? Man are _**you**_ possessive." She mock pouted.

Ben face-palmed in exasperation, "Lucy… that's not what I meant."

Lucy laughed hilariously, "ha-ha I'm just kidding Ben. I just texted her to see how you guys were doing and she said you guys had a great time sparing. Then I asked if anything else cool happened and she said you kissed her!"

Ben nodded in understanding. "That makes sense then. We did have a really great time sparing; and because I lost I have to take her to dinner." Ben heard her gasp again and quickly said, "Lucy!"

"What?" she said after she sneezed. Ben mumbled something that she couldn't make out so she continued interrogating him. "So you're taking her to dinner. That's good isn't it?"

Ben shrugged, "Yeah I guess so. I have to take her someplace nice. I have no idea where to go though."

Lucy waved off his concern. "Ah don't sweat it. You'll figure it out. So on to a different but totally related topic… you told her already right?" she asked in anticipation.

Ben squirmed in discomfort and tried to evade, "Tell her what? I don't have anything to tell her."

Lucy's entire demeanor fell and she frowned. "You haven't told her," she said, her tone deadpan.

Ben sighed in resignation. "I don't know what to tell her Lucy. It's not exactly that easy."

"Beenn." she said in exasperation. "It's really not that hard. All you have to do is walk up to her, say 'hey Gwen I really like you a lot and want to go out with you'. Isn't that how it happened with your other girlfriends?"

Ben sighed, "Yeeah kind of. But this is _**Gwen**_. I like her just a little bit more than _**a lot**_. I also don't want our relationship to end like the others did; or at all."

Lucy got a surprised look on her face. "oooh so is it the l-word then?"

"I plead the fifth," he said flatly.

Lucy had a disappointed look on her face. "Fine spoilsport. In any case you really do need to tell her soon. If you don't it will eat at you… and I'll tell her for you."

Ben recoiled as if she had slapped him. "You wouldn't!" The other end of the line was silent and he could almost see her glaring at him. "Ok, you would. Look… I'll tell her how I feel, I will. I just need some time." After a little thought he said, "How about this? If, by the time we meet up in New York, I haven't told her; you have my full permission to drag me in front of her and hold me there until I do."

Lucy thought about it then raised her eyebrows in interest. "Ok that's fair. Anyways, I have to run. Like literally, Steve and I are running in a 5k in about ten minutes."

Ben sighed and said, "Ok Lucy, have fun and Tell Steve I said hey."

"Will do Ben see you later," She said cheerfully just before they both hung up. After that she let out a long sigh of frustration. She walked back to join Steve and put her head on his chest.

Steve put his arms around her seeing she was distressed. "I guess it didn't go as well as you had hoped." She shook her head. "He hasn't told her anything has he?" Again she shook her head. He chuckled and rubbed her back in comfort.

She lifted her head, looking up to his face. "I swear he's more stubborn than a mule."

Steve smiled down at his girl. "If he's like I'm pretty sure he is he's just shy. He'll get around to it. Look how long it took me to tell you I fell for you."

She smiled at that then smirked. "It better not take him that long or he'll have one irate Lenopan to deal with."

Steve laughed at that and said, "I feel sorry for him if he _**is**_ that stubborn."

Lucy giggled and lightly slapped his arm as they walked off to the starting line arm in arm.

* * *

Forty-five minutes after he hung up with Lucy, Ben walked into the Rust Bucket. He had spent the remainder of the time letting his muscles and body cool down despite the heat of summer. The walk had helped to clear his head as well. He was actually excited to be taking Gwen to dinner, whenever that happened in any case. He really hoped he would be able to before they got to New York.

As he looked around the RV he was a little puzzled as there seemed to be no one inside. "Gwen?" he queried. Getting no answer he went to the bathroom thinking she might still be in the shower. Knocking on the door, he called a little louder, "Gwen; are you in there?" He still got no response and twisted the handle. When he opened it the bathroom was empty. Shrugging his shoulders he closed the door and went to the bunk room.

The door was closed here too so he knocked on it as well, calling out, "Gwen? Hey dweeb, are you in there?" He still got no response so he opened the door quietly thinking she might be asleep. When he got the door open enough to walk in he called out quietly, "Gwe…" He promptly froze with his hand on the door, his mouth open and eyes trying to jump out of his head.

She _**definitely**_ wasn't asleep. She was wide awake and moving around, the reason for her lack of response apparent. She had a pair of earbuds on attached to her Ipod. Her back was to him and she swayed slowly from side to side, arms waving like waves of the ocean. Oh and she was naked. Ben knew he should back out but he was mesmerized. The way she hypnotically swayed her hips and ran her hands down her sides, as she bent to put on a pair of black lace bikini briefs, had him gawking at her perfectly heart shaped posterior and smooth legs. Ben felt his arousal instantly strain his shorts _**very**_ painfully and his heart rate was going faster than a Kineceleran on a caffeine high. He felt a full body blush that rapidly went supernova.

She erotically pulled the panties up her slender legs to her hips, continuing to sway to Enigma's 'Principles of Lust'. Her hands continued to run up her sides and she rotated her hips as she turned. He saw she had her eyes closed and she had a smile on her face, which made the scene that much more erotic. Blindly grabbing a bra off her bunk she lifted it above her head and slid the other hand up her body. Starting on her stomach, she lightly trailed it between her firm creamy breasts topped by stiff nipples. It continued its trek up her slender neck, her entire body swaying the whole time and joined the other hand holding her bra.

It was then that her eyes opened and she froze as her eyes locked on Ben's. Her mouth opened but no words came out as they both stared at each other's face in wide eyed astonishment. After ten uncomfortable seconds Ben's brain finished re-booting and he was able to croak out, "S-sorry." He lowered his head and backed away from the door as he gently closed it.

Throat dry, Ben woodenly walked to the fridge and grabbed three sodas. He sat at the breakfast nook setting one to the side and two in front of him. Popping the tab on one he downed the whole thing in one long gulp. Tossing the empty can over his shoulder he took a few ragged breaths and sighed… raggedly. He then opened the second soda and stared at the table in front of him. _"No other me._ _ **That**_ _… will be in our fantasies for a looong time."_ His other half was completely silent on the matter.

* * *

In the bunk room, Gwen stood completely mortified and blushing. Taking the earbuds out, she dressed as quickly as she could. _"Oh my god did that really just happen?"_ she thought.

Her other side seemed to nod in bewilderment. _**"Yes… that really happened. At least you know he finds you attractive. His eyes were practically smoldering and there might have been steam coming from his ears."**_

Gwen blushed harder as she put on a pair of clean shorts. _"So not helping!"_ she retorted. She finished putting her shirt on then sat on the bottom bunk to put on her socks and shoes. _"I wonder how much he saw."_

Her other side replied, _**"I'd say enough judging by the way his eyes were trying to devour you."**_

That thought made warmth spread through her body and pool in her abdomen. She was surprised to note that she didn't feel ashamed and in fact felt happy about that fact. Rising from the bunk, she exited the room and immediately saw Ben sitting at the breakfast nook staring blankly at the table with his hands under it. She nervously bit her lower lip before quietly walking to sit across from him. Without moving anything but his arm he grabbed a soda that was sitting to the side and opened it. Wordlessly sliding the open beverage toward her she accepted it with a whispered, "Thanks."

Both took sips of their sodas then stared at nothing for an uncomfortable moment. Ben glanced at her briefly then cleared his throat. "Gwen… I'm really sorry about that. I didn't know you were in there n… not dressed. I came back from my walk and called out but you didn't a-answer, then I knocked on the door and called out but you still didn't answer so I t-thou…"

Gwen silenced him by reaching across the table and placing her hand over his mouth. He looked at her then only to see she was smiling shyly. "It's ok Ben. I'm not mad; I know it was an accident. I was just really surprised."

Ben sighed heavily and slumped in his seat, letting his head hit the backrest. "Thank god. For a minute I thought I was going to end up at the bottom of the canyon," he joked.

She giggled feeling the tension leave the room instantly. They sat in silence for a few minutes, both deciding not to think any further on the incident in the bunk room. Gwen thought that now would be a good time to have her talk. "Since grandpa isn't back yet do you mind if we talk?"

Ben relaxed with a hand on the table and an arm on the back of his seat. "Sure. What's on your mind?" Gwen nodded with a smile and leaned back, wincing as her shoulder hit the backrest. "Hey, are you ok," he asked in concern.

She waved off the concern saying, "I'm fine. Just sore from our spar a little. I stretched but you really worked me over and most of my back is still tense," she said with amusement.

Ben nodded as he scooted next to her. He surprised her when he said, "lean forward."

"What for?" she asked in confusion but did as he instructed, placing her elbows on the table.

He smiled as he put his hands on her back and began to rub. "I, dear Gwen, am going to ease your poor, abused back."

She sighed in pleasure as his fingers began to work into her muscles. "Thanks Ben." After a slight pause she started their conversation. "Speaking of our spar doofus; just how many martial art styles do you know?"

Ben chuckled lightly, "Oh a few. I know Aikido, Tai Chi, Eagle Claw, Tiger Fist, Monkey Fist and Northern Praying Mantis Kung Fu. I learned the animal styles to help me fight while I'm in my alien forms. Tiger style is perfect for when I'm Rath. Mr. Son is going to start teaching me Brazilian Jiu-Jitsu next year. "

Gwen closed her eyes letting the sensations Ben was causing ease her body, which was staring to affect her mind. "I have to say, that's pretty impressive. I honestly didn't expect you to give me such a challenge." She opened one eye, meeting his as she glanced in his direction. "I'm really glad you did," she said with a smile.

Ben smiled as he continued to work on her strained muscles. "I am too. Even though I lost, I still had a lot of fun. It kind of feels like I didn't lose; you know what I mean?"

She nodded in acknowledgment. "Yeah I get ya. I think I would have been happy even if I had lost too." She closed her eye reveling in the massage, letting out a soft moan. "Why didn't you learn this years ago? It could have saved me loads of pain while I was doing Karate."

Ben chuckled, "Well I didn't meet Mr. Yamamoto until we got into high school. Besides I wouldn't have been comfortable doing this to anyone when we were younger."

She smiled in remembrance of their youth. "Yeah I suppose that's true." Letting out another moan as he worked on a knot in her lower back, she thought about what he was doing. "I'm surprised I'm the only one you've given massages to. You're very good for not having a person to practice on."

Ben smirked, "Who would I have practiced on? I couldn't do that with Julie, her dad would have chopped me into sushi." She giggled at his joke even though it was probably true. "The only other people I could have practiced on were my parents, no thanks, or you. The other girls I dated weren't going to let me, especially the last one."

"Oooooooh yeah, right there," Gwen moaned out as the knot he was working on finally came loose. "I would have let you, you know? And Stephanie is a bitch so she doesn't count."

Ben's cheeks took on a rosy hue that went unseen by Gwen. "Thanks; kind of wish I had asked you then." Working a little higher on her back he continued his massage. "Stephanie really was a bitch. You know we never even kissed?"

Gwen's eyes opened wide and she turned her head to look at Ben. "Shut up! Are you serious?"

Ben nodded his head, "Totally serious. She wasn't real big on PDA or affection of any kind for that matter."

Gwen folded her arms across each other and laid her head on them on the table still looking at Ben. "Dang, I'm sorry to hear that."

 _ **"Are you '**_ _ **really'**_ _ **sorry to hear that?"**_ her other side asked.

"Actually I'm not sorry. If you had married that twit I think I would have had to kick your ass. God, why did you even date her?"

Ben chuckled, running his palms from her lower back to the middle, causing her to shiver in pleasure. "To be honest, I would have let you. As for why I dated her, I've been asking myself that same question since about a week after I started." He paused to think a little more moving his hands to work on her shoulder blades. "I think the reason I went out with her was because I was lonely," he said wistfully.

Gwen smiled at him sadly. _"I wish I had known that Ben. I_ _ **am**_ _sorry about that,"_ she thought. "Why were you lonely Ben? You have friends, Lucy… Me."

Ben sighed, "yeah I've got friends and there's no replacement for Lucy or you; especially you," he said with a wink that made her blush. His smile faded a little as he continued, "But I was looking for something else. I dated those girls because I hoped I would find that with them. I didn't, not even close."

Gwen nodded in understanding. She felt pretty much the same. "What are you looking for?"

Ben ceased his ministrations for a second then continued to rub, eliciting another moan from Gwen. _"How do I word this without making her uncomfortable?"_

 _ **"Just tell her you love her!"**_ his other half replied.

 _"Not the time, so not the time for this,"_ he retorted hotly. After thinking of the conversation he had with Lucy he knew what to say. "I'm looking for a companion in every sense of the word. I want someone I can share my life with. I mean everything: family, friends, hopes and dreams. I want someone who I can rely on, someone I can trust with my life. Most importantly though, I want someone who can trust me just as much as I trust her. Someone who can keep my big head on the ground would be helpful too."

Gwen gazed at him wistfully. He was looking off distractedly at nothing but didn't miss a beat in relaxing her completely. _"I trust you Ben. I can trust you with anything."_

Her other side replied, _**"Trust him with your heart then. Give it to him."**_

She was seriously considering it. Did she dare take that chance though? Out loud she said, "You're looking for love, your soul mate."

Ben looked back at her when she spoke seeing a wistful expression on her beautiful face. "Yeah, as cheesy as it sounds; yes. That's exactly what I'm looking for."

Gwen smiled slightly and closed her eyes in euphoria as Ben worked on her shoulders and neck. "Ben… what is love?"

Ben chuckled as he thought, _"Well we had the Lucy conversation, why not the Steve one too?"_ Aloud he said, "Funny thing about that. Steve and I talked about that before we left."

She opened her eyes in surprise at that. "Lucy's boyfriend Steve?" Ben nodded and she became curious. "When did you and Steve talk?"

Ben gently kneaded her neck muscles after moving her hair out of the way as he replied. "Just after school on the last day. He's a really good guy. I think he and Lucy make a great pair. Anyway he basically said no one knows what love is. He said some other things too but with everything that was said, I took it to mean love is whatever you define it as. To me… in its most basic form love is holding someone in equal importance as you do yourself, if not more so."

Gwen was staring intently at him, hanging off of every word. "He also said that the difference between a crush and being in love is this…" He gazed intently and deeply into her eyes when he continued speaking. "A crush is someone you do anything for to get them to give you the good feeling you get when you're around them. Even if that person is terrible you do it, it's a one way street. Being in love though, you do whatever you can for each other because it makes you both feel good. You want to be with them, even though they may annoy you sometimes. A crush is perfect, easy; love is neither." He smiled, "It's kind of funny. That conversation made me _**finally**_ figure out the two words you talked about all those years ago. If I just _**be myself**_ , my true love will love me for who I am; not for whom she wishes me to be."

Gwen smiled in happiness. _"He does get it. Maybe he does know something about love."_ she thought.

Ben continued and ran his hand up and down her spinal column unconsciously, his gaze seeming to intensify. "He also said when you're in love, you know. I know that when I find the girl I love and finally get the courage to tell her she means everything to me; I'll hold on to her for the rest of my life and _**nothing**_ … will tell me otherwise."

Gwen felt her heart beat speed up and thump loudly in her chest. _"It sounds like he already knows who it is."_ she thought.

" _ **I think he very well could and by the looks of it, she's someone you know '**_ _ **very'**_ _ **well."**_ Her other side replied. Aloud she whispered, "Ben…" as she lifted her head off the table.

Their time alone was interrupted by the door to the RV being opened by Grandpa who stopped and stared at the two with eyebrows raised. They immediately looked in his direction when the door opened but it looked like they had been having a serious discussion. "Hey there kids. Hope I wasn't gone too long."

Both teens smiled and Ben took a drink from a soda that sat across the table. "We were just talking and waiting for you to come back Grandpa. How was your friend?" Gwen said.

"Oh he's good Gwendolyn. In fact he and his granddaughter will be joining us for a couple of days." Max said matter-of-factly.

The door opened again admitting two individuals. Gwen's face fell immediately. The second person to walk in was not someone she wanted to see again. For directly next to grandpa was Kai Green. Ben and Gwen gave each other a look. Gwen's only thought after that was at least Ben didn't look happy to see her.


	8. Green Just Might be your color

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Green… Just might be your color

Gwen stood waving farewell to the two Greens as they drove away. Ben and Grandpa Max stood next to her doing the same. She was surprised to learn what she had over the few days grandpa's old friend and granddaughter had spent with them. Not about them though, no. She had learned something astonishing about herself during those days.

It all started late the night of their arrival as she lay in her bunk. She had been having such a good day up until grandpa had come into the RV and interrupted her conversation with Ben.

 **The first night…**

 _"Of all the no good, rotten things to happen in our life;_ _ **she**_ _had to pop back up."_ Gwen thought while glaring at the ceiling of the RV from her bunk with her arms folded behind her head. She wasn't able to sleep a wink with her thoughts running so rampant. Earlier that day Grandpa Max had finally returned with his old friend and his granddaughter after meeting them somewhere within the park. Unfortunately that friend happened to be Wes Green, meaning the granddaughter in question was none other than Ben's first crush, Kai.

Gwen already didn't like Kai much due to how she treated Ben when they were ten years old. The fact that their arrival had interrupted the talk she had been having with Ben just rubbed salt in the wound. She had been gaining some good insight into his mind and finally some answers to questions she had been asking herself over the past couple of years. She wanted to ask if Ben had ever been in love and if so who it was with when grandpa walked in. _"Ok maybe I don't really want to know that,"_ she thought with trepidation.

 _ **"Why not? Didn't you say you would want to know that earlier,"**_ her other side supplied. It had been mostly silent since earlier in the day but apparently decided to give its own opinion on the matter.

 _"Nooo, I said I thought he would tell me,"_ she replied evenly.

Her other side replied just as evenly. _**"Had that discussion; not revisiting it. By the way he was talking, it sounds like he is currently in love with someone. Don't you want to know who it is? What if it happens to be you?"**_

She had been thinking about that more frequently as of late. The thought quite frankly scared her. _"To be perfectly honest that thought terrifies me."_

Her other side replied quite puzzled. _**"Why does it terrify you? Wouldn't you want someone to love you like he was talking about?"**_

She didn't answer for a minute then sighed lightly. _"Maybe I would, but that level of care, of commitment is scary. I don't know if I'm ready for something like that. The funny thing is, as scary as it is, the possibility makes my heart flutter and I feel like I'll float away."_

 _ **"Like at the spring formal,"**_ her other side suggested.

Gwen smiled gently at remembering that. _"Yeah… that feeling. It felt so good to think that someone as wonderful as Ben could care about me like that. The way he was singing the song it… it made me feel like he was saying the words to me instead of just singing a song. It was beautiful."_

Her other side seemed to shrug as it said, _**"maybe he was. What if he does feel that way about you? You never answered that question you know. What are you going to do if he does feel that way about you?"**_

Gwen sighed again not really knowing the answer to that. _"I still don't have an answer to either of those questions. I have thought about it. It's just scary that he could feel that way about me, but at the same time it makes me feel all warm inside. It scares me because if he does and I don't feel the same, it will hurt him and I don't want to break his poor heart. But what if I do feel that way and he is in love with someone but it's not me?"_

Her other side oh so helpfully replied, _**"You mean what if it's someone like… Kai?"**_

Gwen's expression darkened. _"Kai Green,"_ she nearly growled. _"I don't know who we pissed off in a former life but it couldn't have been bad enough to warrant **her** coming back into the picture."_

 _ **"But you don't believe in reincarnation,"**_ her other side replied curiously. Gwen turned her glare inward and made her other side flinch. _**"Ok, ok cool it. I don't need a hole in my head like you were trying to glare into Kai's at dinner."**_

That thought only made her more irritated, _"stupid tramp. Did you see the way she was ogling Ben? She even licked her lips when she thought no one was looking."_

 _ **"I am you; of course I saw that,"**_ her other side replied dryly. _**"I'm not any happier about her being here than you are but hey, Ben didn't seem to notice her; and at least they brought their own trailer."**_

Gwen rolled her eyes in relief. _"Thank God for that. I don't think I would get any sleep at all if she had to sleep in the Rust Bucket."_ Rolling onto her side she was surprised to note the door to the bunk room was open. She leaned over to look at the bottom bunk only to find it empty. Getting slightly concerned, she quietly called out, "doofus?"

A couple of seconds later Ben came back in with a bottle of water in his hand. Noticing Gwen was awake and staring at him in the darkness he smiled. "Hey dweeb, I thought you were asleep," he said just as low.

Seeing him calmed her and she smiled, not quite letting out a sigh of relief. "Hey… I didn't see you in bed and was starting to wonder."

He shrugged saying, "I had to use the bathroom. That and I couldn't sleep and got thirsty so…" Taking a drink from the bottle of water he offered her some.

Smiling she said, "thanks," as she took it. Drinking deeply she sighed after lowering it from her mouth and handing it back to him, lying back down. "Didn't realize I was so thirsty. Sorry I took most of your water."

Ben chuckled lightly, "Don't worry about it. There's more in the fridge." Leaning his arms on the edge of her bunk he laid his head on them to stare at her. "What's keeping you up anyway?"

Gwen snorted, "Oh nothing much. I just thought this trip was going to be just us and grandpa. Then Mr. Green and Kai have to come in," she almost pouted.

Ben smiled in understanding. "Yeah I kind of thought the same thing. Hey at least they won't be here the entire time right?"

She still didn't look any happier but she wasn't pouting either. "I guess that is a good thing. Still though… I just wanted it to be me, grandpa and my favorite doofus," she said messing up his hair playfully.

He chuckled lightly not looking away from the smile she gave him. "I know me too. Maybe it won't be so bad. It's not like we don't know Kai or Mr. Green."

Gwen looked back skeptically. "Grandpa knows Mr. Green and the last time we saw Kai she hurt you remember?"

Ben nodded, "yeah I remember and that was due to a silly crush when we were ten. I'm not exactly happy to see her again but maybe we should give her a chance."

Gwen raised an eyebrow, _"easy for you to say. You didn't see the way she was trying to eye-fuck you."_ She thought bitterly. Aloud she said, "This seems oddly familiar to me. Didn't I say something similar when I started dating Kevin?"

Ben sighed, "Gwen, don't do that. I don't want to date her. She rejected me and I'm way over her. I won't suddenly fall for her if she decides I'm actually worth looking at you know. I have much better things to do with my time. Besides, she's not my type," he reassured.

That made Gwen feel a little better and brought another smile to her face. "Well I guess I could _**try**_ to be civil to her, but I'll be watching her you understand."

Ben chuckled taking his arms off the top bunk to get back in bed. "I'll be sure to remember that." He said as he set the water bottle beside the bunk.

Gwen leaned over so she could look at him as he lay back. "So what _**is**_ your type anyway," she asked in curiosity.

Ben just smirked as he closed his eyes and sighed. "Girls with exotic, long silky hair that remind me of a warm campfire and sparkling, gem-like eyes."

Gwen's face twisted in confusion. "That was oddly specific and vague at the same time."

Ben opened his eyes momentarily his smirk barely visibly in the moonlight seeping through the blinds. "Yep. Good night dearest Gwen. Tomorrow will be just fine you'll see," he said as he closed his eyes again.

Even more confused, and not totally convinced about his last statement; Gwen lay back in her bunk and closed her eyes. _"I wish I could be as optimistic about it as you are. And what the heck; dearest Gwen? What was that about,"_ she thought with a blush. "So he likes girls with fiery hair and eyes like gems huh? Interesting…" she whispered in amusement before drifting to sleep.

* * *

While Ben was still waking up the following morning, Gwen was outside dealing with her own issues. Mainly it was trying to keep from glaring a hole through Kai Green while eating. That task was hard enough on its own, but Kai kept staring at the Rust Bucket like it would reveal the secrets of the universe. _"I swear if she looks at the door one more time I'm hexing her,"_ she thought deliberately not looking at anything but the table.

 _ **"Hey, calm down. You told Ben we were going to give her a chance,"**_ her other side chided.

It helped but not much. Calming down she noticed the Navajo teen was looking at her curiously. "Are you feeling ok Gwen? Your face is a little flush."

Gwen forced a smile on her face and looked in the other girl's direction. "I'm fine. Just not used to it being this warm in the mornings," she said succinctly.

Kai shrugged, "Don't worry, you'll get used to it." After taking another bite of her eggs and toast she looked at Gwen again. "Gwen I wanted to apologize for the way I behaved last time we met. I can tell you still have some animosity toward me and was kind of hoping we could start over."

Gwen drew back a little shocked at the girl's magnanimous request but kept her expression guarded. "I'll admit… I didn't and still don't like the fact you wanted to turn my cousin into a pet or whatever. I do thank you for apologizing though. I'll think about it."

The other girl smiled with a nod. "Thanks Gwen, I hope we can be friends." After taking a drink of her orange juice she set it down and continued. "So what's Ben been up to since last time we all saw each other?"

Gwen squinted, with pursed lips in confusion. "What he's been up to? School, martial arts, soccer, you know normal teen stuff when we're not working."

The other girl nodded and idly drew circles on the table, looking at the sky. "Sooo, does he have a girlfriend, anyone he likes?"

Gwen narrowed her eyes momentarily in suspicion. "He's not in a relationship currently no. I don't know if he likes anyone either. Why do you ask?"

Kai shrugged. "Oh no reason, I just thought he looks hot. Kind of surprised he doesn't have a girlfriend." She said with a blush.

Gwen's left eye began to develop a tick as she was getting more irritated with the direction of this conversation. "I'm not sure if he wants to be in a relationship at the moment Kai. His last girlfriend broke up with him less than a month ago." _"Must… not… strangle,"_ she thought.

 _ **"Calm down, calm down maybe she's being altruistic,"**_ her other side replied.

Kai waved away her concern. "Oh that's fine, I'm not looking for a relationship either; especially a long distance one."

Gwen let out the breath she had been holding. _"Ok well that's good to know,"_ she thought in relief.

 _ **"See, no reason to let her have it with both barrels."**_ her other side agreed.

That was before Kai muttered something in the silence that Gwen almost didn't catch. "Maybe he'd like a little rebound sex though. Mmmm that bod of his," she muttered distractedly.

Gwen didn't breathe or move a muscle, her mind mostly frozen and face blank. _**"I take it back… empty the fuckin' magazine into the bitch,"**_ her other side managed to say, tone completely deadpan.

Gwen was about to verbally flay the dark haired Navajo girl when the door of the Rust Bucket opened and Ben stepped out. Looking at the scene he raised an eyebrow. Kai sat looking into the sky distractedly and Gwen looked tense but was at least looking at him, a strained smile on her face. Ben smiled at her reassuringly and sat next to her at the picnic table. "Good morning dweeb. Did you save any breakfast for me," he asked gently squeezing her shoulder.

Getting the message she calmed and her smile became a little more genuine. "Sure doofus. Let me make your plate." Filling a small paper plate with bacon, scrambled eggs and a piece of toast with jelly on it, she set the food in front of him.

While Gwen did that Kai had turned her gaze toward Ben. It was filled with interest and no small amount of desire. "Good morning Ben. I hope you slept well," she said with a wink.

Ben rolled his eyes mentally and barely suppressed a sigh. "I slept well enough. I had some pretty interesting dreams to keep me company," he said smiling enigmatically.

"Really? What were they about if you don't mind me asking," Kai inquired.

Ben looked at Gwen, who was looking at him in interest as she set a cup of orange juice in front of him. "Dancing," he said with a sly grin then started to eat.

Gwen looked at the table with a blush that threatened to set her face on fire. _"Oh my god; Is he referring to yesterday?"_ she thought feeling warmth pool in her belly again.

 _ **"Who cares? I think it's safe to say the dream was definitely about you… WIN!"**_ her other side cheered.

Kai had a confused look on her face. "What's so interesting about dancing," she muttered, completely missing Gwen's reaction. Shrugging her shoulders she decided to let them know what was on the agenda for the day. "So anyway, the two old men said we are hiking to Havasupai Falls today so I hope you brought your bathing suits." She said with a leer in Ben's direction.

Ben paused with his fork half way to his mouth. "Bathing suits… We're going swimming then," he said not looking at anything. _"Oh… now we get to see Gwen's swim suit,"_ he thought imagining what Lucy had her get.

 _ **"Please let it be a sling bikini, please let it be a sling bikini, please let it be a sling bikini,"**_ his other half chanted.

Kai nodded enthusiastically. "Yep so make sure you're ready. We're leaving in about twenty minutes big boy," she said with a wink before running off for the trailer she and Wes were using.

Ben and Gwen sat for a moment in silence. Ben broke it saying, "You can go change first if you want Gwen." He carefully wasn't looking at her.

Gwen was simultaneously fuming and elated that she would get to try on her new suit. _"She planned this. Ooooh you are not getting your claws into him this time you little harpy."_

 _ **"Oh, is that jealousy I hear,"**_ her other side opined.

Refusing to comment she finally answered Ben. "No It's ok Ben. We can change together." Seeing his eyes go wide she immediately stammered a retraction. "I-I mean at the same time inside!" Seeing him blush brightly, she lowered her head in embarrassment with her eyes closed. "I-I'll… get your stuff and give it to you so you can… change in the bathroom," she said haltingly.

Ben nodded mutely and followed her inside to do as she had stammered. He sighed in relief as he closed the door of the tiny bathroom. "I hope we don't get too many more surprises like that or I'm in trouble." The images of that and yesterday popped up and he had to suppress the other thing that popped up… with difficulty.

* * *

The entire way to the falls Kai had been flirting with Ben and Gwen was having a hard time keeping her irritation under control. She was still trying. Ben was easily deflecting the attempts with wit or by teasing one or both of them. Some of it made Gwen roll her eyes, but internally she was smiling.

 _ **"You really should stop being jealous of every girl that looks at Ben. I mean you're not dating him or anything,"**_ her other side said.

 _"I'm not jealous of that tramp,"_ Gwen denied hotly.

 _ **"Oh really? So you wouldn't care if she had a wicked romp with him behind the falls huh? You know that's what she's hoping will happen. Or how about the next girl that asks him out,"**_ her other side supplied helpfully.

Gwen fumed. _"Of course I would care! She doesn't care about Ben at all! She's like a female version of Kevin."_ Thinking about the other question she paused as she felt her heart clench painfully. _"I get this feeling every time he dates,"_ she realized with shock.

Continuing to walk, she noticed they were at the falls now. They all laid their towels out and got comfortable. She noticed Kai stripping out of her shorts and tee shirt, wearing a tiger print bikini. She smirked a little as she peeled off her own shorts and tee shirt. Her own G-string bikini was white with black and red polka dots. She glanced at Ben, who only wore a pair of blue board shorts with dolphins on the sides. She began to feel heat pool in her abdomen again seeing his lean, well-toned physique. She noticed Kai doing the same.

As she and Ben put sunscreen on each other's backs she thought about what was going on a little more. _"Every time he goes out with a new girl, my heart feels like it's being twisted into a knot. Could it be I am jealous of the girls he dates?"_

Her other side answered. _**"Think about what he said yesterday. He dated those girls because he was lonely. He's looking for someone who makes him whole. You know you're looking for the same thing and whenever he went out with someone you wanted what he seemed, at first, to be getting. So what is that feeling if not jealousy?"**_

" _But he didn't find what he was looking for,"_ she countered.

" _ **And didn't you feel better whenever they broke up?"**_ her other side countered right back.

Deciding to think about it later she just enjoyed lying in the sun and swimming in the beautiful turquoise water of Havasupai Falls. It was pretty dark by the time they got back so everyone just went to bed after a late supper. Gwen slept fitfully that night.

* * *

The next couple of days didn't bring anymore relief to Gwen's troubled thoughts. She managed to endure Kai's shameless attempts at flirting with Ben but it was a near thing. There were times where the girl would put her hand on his shoulder, leg or other body part that nearly had steam coming from her ears. Ben would gently remove her hand and move away but the sultry looks continued.

At one point Gwen drew the line of not interfering when Kai had actually tried to kiss Ben. At least that's what it looked like she was going to do. The girl had gotten a hungry look in her eyes and started to sneak up on her doofus. Just as she was about to jump and throw her arms around his neck she cast a hex that made her fall flat in front of him, arms akimbo. She smirked in smug satisfaction as Ben laughed at her _**misfortune**_. Kai had laughed as well when she got off the ground.

After that little incident she had stopped short with a blank stare as realization hit her. _"Oh my god; I am jealous. Why do I get so jealous when girls even flirt with Ben?"_ Her other side had been oddly silent on the matter. With this new revelation came a whole new set of questions. None of the answers were easy to come by and by the time Kai and her grandfather left that evening she was no closer to finding them.

 **Present...**

Gwen felt relief wash over her as Ben, grandpa and herself waved to the Greens as they departed. Gwen let out a sigh of relief once their truck was out of sight and her heart felt lighter than it had been the past few days. She glanced at Ben and noticed he was smiling at her with an eyebrow raised. "What?" she asked nervously.

He merely shook his head. "Oh nothing. It's just cute how jealous you got over Kai."

She huffed while looking away with a blush. "I wasn't jealous," she denied.

 _ **"You so were,"**_ her other side said smugly. _**"At least he ignored her attempts at seducing him."**_

Ben's smirk grew. "It's ok Gwen. I saw the glares you gave her. I think it's sweet you worried like that." She felt him put his hands on her shoulders from behind and place his chin on her shoulder. In a low voice he said, "And don't worry; as good as she _**might**_ have looked in a bikini…" She froze when he said that then felt his breath tickle her ear as he whispered, "…I much prefer G-strings."

She felt his hands abruptly leave her shoulders as she turned with an indignant screech. "BEN!" She saw him running away and ran after him. "Get back here you mega doofus!" She hollered but there was no anger in it and she was smiling. She remembered this game. They used play it a lot when they were younger.

Ben kept running and laughing, only briefly turning his head to stick his tongue out. She continued to chase him around the RV laughing as they went. After a few circuits she caught him, tackling him to the ground. They rolled around as they wrestled, eventually ending with her on top and both breathing hard as their laughter died. Gwen lay on top of Ben with her head resting on her hands which were folded on his chest.

"Did you really think she looked good in her bikini?" Gwen asked playfully.

Ben put his hands behind his head in the early evening twilight and glanced at his cousin. "Oh yeah the way the thing was hanging off her… and it was just sooooo… yeah I can't even think of a good lie," he finished with a chuckle.

Gwen giggled and swatted his chest playfully. "You didn't even see it did you doofus?"

Ben shrugged without moving his hands from behind his head. "No I saw it. How do you think I know she was wearing one? I was just distracted by something better is all."

She raised an eyebrow in curiosity, "oh really; and just what might that have been?"

He smirked while bringing his hands to the small of her back. "Like I said… I prefer G-strings," he said tracing her spinal column.

Gwen closed her eyes with a smile, grateful for the boost to her confidence. She was just starting to lose herself in the sensations Ben gave her when they heard Grandpa Max's voice. "Kiiids; it's time for dinner."

They both sighed, getting up from the ground. "I guess that means we can kiss ordering pizza goodbye," Ben said somewhat disappointedly.

They headed inside to eat supper and settle in for the night. Tomorrow they were heading to Tucson and who knew what. Gwen still had a lot on her mind and found sleep eluding her for a while. Her mind eventually shut down with pleasant thoughts of Ben tracing her spine up and down, wishing she could feel that again.

* * *

When they got to Tucson they had gone around town to see some of the sights and visited a few shops. Unfortunately someone had decided to rob a diamond depository and they joined the chase when they saw that police racing after the thief. They couldn't see whoever it was very well as they wore a long dark cloak, obscuring their features.

Gwen in her Lucky Girl disguise chased the thief on a small disk of mana, riding it like a skateboard, Ben ran after as Rath. The thief ducked into a dark alley and nimbly jumped to the roof of an apartment complex, using the walls of adjacent buildings like a spring board.

"Oh come on; does every criminal and bad guy on the planet know Parkour," Ben complained.

Gwen grinned in amusement and used her platform to raise herself to the roof of the building. Ben followed by scaling the wall of one of the buildings, digging his claws for a hand hold. He swung himself over the edge of the roof just as Gwen touched down herself in a ready stance. The thief had their back to them and seemed to be gazing into the bag of stolen diamonds. "All right thief. Put the bag down and turn around slowly," Gwen commanded.

The thief just chuckled in a feminine alto placing her fists on hips. "Well, well, well… if it isn't my old _**friends**_ the Tennysons, she said turning around. Ben and Gwen looked at each other briefly in astonishment. Removing the cowl of the cloak revealed a head of long, silvery hair that they knew all too well. "Hello Gwendolyn. It's been a while. I still see you're hanging around with that lame cousin of yours. Though you seem to have grown some cutie; maybe after I take care of her we can get to know each other more," she directed at Ben with a wink.

Ben growled and Gwen clenched her fists tighter. "Leave my cousin alone Charmcaster! I don't know what you have planned with those diamonds but if you give them over quietly I _**might**_ not decide to send you to the Null Void."

The villainess laughed like she had just told the greatest joke in the galaxy. "You think you have the power to send me to the Null Void. That's precious." CC narrowed her eyes in Gwen's direction with a sneer. "If you remember correctly, I'm more powerful than you. I always have been and always will be."

Gwen smirked back, "Yet I always managed to beat you. Funny huh," she said smugly.

Charmcaster clenched her fists, narrowing her eyes further. "You may have been lucky in the past, but I'm much more powerful today than I was." She put the bag of diamonds in her cloak threw her hand toward her old adversaries. With a muttered, " _lapis viventem_ ," three stone behemoths rose from the roof of the building. "Let's see how well you do against my new golems," she said with a smirk. Turning on her heel she ran to the other end of the building to make her escape.

Gwen immediately channeled her mana, enveloping her hands in a purple corona and braced herself to take on the stone constructs.

She was saved from having to decide which one to take on as Ben charged passed her, slamming into one, making the others fall like dominoes. Falling to the ground with all three he briefly turned his head with a serious look on his alien face. "Go after her! I'll take care of the three stooges!" As he said it he was hit in the side by the golem he had pinned.

Gwen smiled as she took off after Charmcaster seeing he was unfazed by the blow he took and started to pummel the constructs. "My sweet doofus... never change," she muttered fondly. She sprinted to the edge of the building just in time to see Charmcaster leap to another building from the one she had escaped to. Not even stopping she jumped and threw a couple of mana bolts at CC as she landed on the next roof with a roll. As she came to her feet she had to dodge a much more powerful mana bolt that had been aimed at her head. It exploded against the building she had just come from with a loud boom. She returned fire as she ran to take cover behind an air-conditioning unit to her side. Charmcaster mirrored her and they both began to fire off spells and hexes to disable or in CC's case, distract Gwen long enough for her to escape.

The roof of both buildings took a good deal of damage as they traded spell fire. Gwen wasn't about to remain idle however. As she fired her spells she quickly and stealthily made her way toward the roof that CC occupied. When she was close enough she threw a barrage of mana bolts at CC's cover and sprinted to make the leap to the next building. She didn't let up on the assault for even a second.

Charmcaster was getting frustrated by the constant attack that she could tell was getting closer. _"Damn her. She must still have that charm of Bezel. This temporary one I have will only last for a little while longer if I don't do something,"_ she thought. She still threw her own spells as best as she could but her power was draining faster due to the increase in power to her spells.

Gwen came around another A/C unit and saw her opponent getting ready to throw another mana bolt. Thinking quickly she threw a spell that was supposed to bind her and smiled in satisfaction when CC's arms went rigid at her sides, making her release the mana bolt harmlessly into the air. Her smile fell however, when CC broke the bind with an enraged snarl. She had to dive for cover as a hail of devastating spell fire was thrown her way. She manifested a shield just in time as her cover was blown apart.

Charmcaster was pissed, throwing as much force into her mana bolts as she could. She had abandoned the idea of distracting the other witch in favor of trying to hurt her as much as possible. Sweat beaded on her brow as fatigue was starting to set in. Gwen was able to withstand the assault however and even returned fire, though her shots were wild and meant to distract. CC deflected or blocked them easily.

Two things then caught her attention. The first was the distinct sounds of police sirens approaching, and the second was the feel of the charm around her neck crack as the overtaxed implement began to fail. _"Shit! I don't have much time! I have enough for one, maybe two, more spells before I'm spent,"_ she thought in a panic. She noticed Gwen had gone to one knee and was breathing hard but she still maintained a shield. "Looks like our playtime will have to wait for another day Gwendolyn," she said with an unhappy frown. "I'll be sure to give your _**dear**_ cousin my regards before I go though so don't worry," she said with a wicked smile.

Before she finished speaking her eyes glowed bright purple and she yelled out, "MENSURAM PORTAE," as soon as she was done.

Gwen's eyes widened and she buffered her shield with more power as she saw an enormous wave of mana speeding in her direction. When the wave connected it detonated with great force. Her shield held off the blast but failed as the two equal energies canceled each other out. She gasped in alarm as the concussion from the blast sent her sprawling backwards through a portal that had opened up behind her unnoticed.

Charmcater held the portal open for only a second more then collapsed on the roof, panting in exhaustion as it winked out of existance. The charm around her neck had disintegrated, used beyond its limits. She rested her back against the A/C unit for a moment then quickly made her escape just as the police stormed the rooftop with guns drawn.

* * *

Ben had just finished clobbering the last golem to dust but had no time for a victory dance. "Man those things were tougher than I thought," he said in irritation. He could hear the thuds of the mana bolts exploding and new he had to get to Gwen A.S.A.P. He had no idea what he was going to do but he had to help her no matter the cost. He had just cleared the last roof when he heard CC scream something he didn't understand.

He did understand the hole that began to appear in the air behind Gwen though and panicked. "SHIT! GWEN, BEHIND YOU," he shouted, sprinting towards her. The concussion from the blast didn't even slow him but it was already too late. His panic became terror as he saw her falling through the portal with an expression of dread on her face. He dove sending his massive Appoplexian body through the air and just missed grabbing her ankle by mere millimeters.

"NOOOOOOOO!" he screamed in dismay as he landed on the roof. Not even pausing to get back up he used the momentum from his dive to push forward and through the portal after the love of his life. As soon as his feet cleared the edge of the portal it winked out of existence, leaving the rooftop in silence save for the sirens of approaching emergency vehicles.


	9. Back to the wait, what?

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Back to the… wait, what?

The first thing Gwen noticed once she cleared the portal was her back didn't hit anything as she had suspected it to. The second thing she noticed was the completely blue sky above her coupled with the sensation of weightlessness. All she heard was the rush of wind in her ears and was almost afraid to look behind her. Having come to the conclusion she was falling within seconds, she did just that… and screamed as her whole body twisted so she was facing downward. "AAAAAAAAAAH!"

Far below her she saw the landscape approaching and idly noticed there was a nearby town bordering the ocean. She was high enough she couldn't make out any vehicles or buildings in the town. "Shit, shit, shit, shit, not good!" she chanted in a slight panic. "Ok think Gwen," she said in a rush. Trying to summon her powers to do something she was dismayed when the familiar purple glow around her hands just winked out after a second. _"Damn! The backlash from the last spell must have disrupted my mana,"_ she observed silently.

Above her Ben had just come through the portal which disappeared as soon as his feet cleared. Having dove through he immediately saw what Gwen had just discovered and his eyes widened in disbelief. "You've got to be shitting me!" he screamed as he flattened his body to slow his descent. He saw Gwen was quite a ways below him and saw her try to use her powers without success. _"Ok… we're falling to our death, thousands of feet above the earth! What do I have that flies,"_ he thought as he smashed the omnitrix symbol to revert to normal.

Quickly dialing through his forms he came upon Jetray and slammed the plunger to change. "That'll have to do," he said as the transformation took hold. Once in his Aerophibian form he tucked his arms to his sides and straitened his legs. Once streamlined he angled his body toward Gwen and shot toward her like a missile. About fifty feet from her he spread his legs and arms to slow his descent once again but the momentum ensured he would still reach her. Ten feet from her he tried to get her Attention. "GWEN!" he shouted.

Hearing her name from behind her, Gwen turned around eyes widening in shock as she faced her cousin. "BEN?!" she shouted in relief. _"Oh thank god, my wonderful, sweet doofus,"_ she thought happily. "I can't use my mana for some reason! Please tell me you can do something, I don't want to die!" she said in a rush as he came level with her.

He could see the worry in her eyes, which were beginning to become moist. Ben grabbed her face with both hands gently and looked directly at her as seriously as he could. "We're not going to die Gwen! I've got this! You hear me?!" he said sternly. She nodded but still looked worried. "I'm going to pull you to me, once I do wrap your arms and legs around me and hold on tight," he commanded.

She nodded again and he let go only to use one arm around her back to pull her flush against his body as she was still facing him. She quickly wrapped her legs around his waist and arms around his neck, her face buried in his shoulder. He felt her cling to him like a python and let go of her back. Luckily he had a thick neck in this form or she would have cut off his air supply. Ben spread both arms as wide as he could and almost cringed as the wind caught the thick membrane of his wing flaps painfully.

Ben angled his body slightly so they began to glide through the air. He noticed the town was within distance and turned toward it hoping he could find a good place to land. As they neared the town the ground was coming closer and closer and he was able to see there was a park. _"There's a pond, but I hope we don't have to use that."_ He thought knowing a water landing could be troublesome, especially if they came in too fast or it was too shallow. As he was still quite high he circled the park as they continued to descend, hoping to bleed off as much speed as possible.

Ben could feel them slowing considerably as they neared the ground and aimed for a large open patch of grass. He came in to land and flared his wings, running slightly as they touched down on terra firma. He wrapped his arms around Gwen as soon as his feet hit the ground and headed toward a copse of trees they could rest in. He could feel the young woman clinging to him trembling and knew she could feel his heart racing pressed against him as she was.

Once they were secluded in the trees he sat on the ground with Gwen wrapped around him like a koala bear. He used one hand to tap the omnitrix symbol, changing him back to normal. Gwen didn't let go of him however so he just held her silently, gently rubbing her back in comfort. _"If I ever see that witch again, I'm going to rip her throat out,"_ he thought venomously.

Gwen just stared, wide eyed, at nothing trying to calm down as she clutched to Ben. Her breathing was shaking with the rest of her body. _"He saved us. Again he saved us,"_ she thought in relief. It wasn't a surprise. She was just extremely relieved he had been there to save her from certain death. All the other times he had come to her aid through the years came to her mind and she calmed considerably. _"What would I do without you Ben,"_ she questioned silently. That thought had been coming up more and more often lately; one she didn't have an answer to. She let out a deep sigh as she felt herself calm down completely, resting her head on Ben's shoulder at the same time.

Ben noticed her trembling had subsided and stopped rubbing her back but continued to hold her. After a moment she climbed out of his lap and sat beside him leaning against the tree with her shoulder touching his. For a moment neither said anything then Ben opened his mouth to say something only to be stopped by her quiet voice.

"Thank you for saving me Ben," she said sincerely, as she gazed at him.

Ben glanced at her with a smile while nudging her shoulder with his. "You don't have to thank me Gwen. You know I'll always back you up." He then scowled and looked at the grass in front of them. "Although, next time I see Charmcaster, she's going to wish she were never born."

Gwen looked at his face a little worriedly as she saw the anger dancing in his eyes. "Hey…" she said turning his face to look directly at her. "…I'm ok; we're ok. You saved us again so don't worry about it," she said trying to comfort him.

Staring into her vibrant emerald eyes he felt the anger drain away, albeit reluctantly. _"…and that's why I love you so much Gwen,"_ he thought. "Yeah, you're right," he said taking a deep cleansing sigh. "So what happened to your powers? I saw you try to use them but nothing happened."

Gwen frowned as she thought about it. "I'm not sure. I think the last spell Charmcaster used caused a backlash that disrupted my mana." Bringing her hands up she attempted to call her powers again with no different results. Sighing in exasperation she rubbed the transformation charm around her neck and changed back to her normal appearance. "Well at least that much works," she said in resignation.

Ben nodded in sympathy then leaned his head on the tree. "You have any idea where the hell she sent us?"

Gwen shrugged not having any more idea than he did. "Beats me. All I saw up there was the town and the ocean. That could be anywhere," she said then looked out of the shelter where they had taken refuge. As she looked around she saw some things that didn't make any sense to her. On the other side of the clearing they had landed in she saw a familiar statue. Next to it was a familiar lake. There were children and families playing all around yet none seemed to have noticed the arrival of a strange alien falling from the sky.

Getting on her hands and knees she leaned forward. Looking the other direction she saw yet more familiar sights. There was a playground set, new though it was, in the same location she remembered playing as a child. She also saw the public restrooms off to the side bordering a street with unfamiliar vehicles hovering over the roadways. "Ben I… I think we're in Bellwood. In the future," she said hesitantly.

Ben got a surprised look on his face at her statement. "What," he said in disbelief. Standing up, he walked out into the daylight to look around, Gwen following. As he glanced around he saw all the things Gwen had only a moment ago. He marveled at the scene for a moment more before turning around to face his bewildered cousin. "What are the odds we got sent to the same future that we came to when we were ten?"

Gwen looked at Ben's equally bewildered face her expression becoming pensive. "I don't know. It's possible but unlikely. Time travel takes a lot of magic."

Ben frowned in consternation, "Yeah I guess." Looking around again he wondered how they were going to get back home. "I guess we should figure out where we are and if there's a way to get back home."

Gwen nodded in agreement still contemplating what was happening. Both Tennysons walked through the park continuing to look around and saw more familiar sights. By the time they exited the park they were no longer uncertain about where they were. Gwen was walking slightly behind and to the side of a completely silent Ben. _"So odd that we got sent to the future again but what if we can't find a way back,"_ she mused.

Her other half chose that moment to speak up. _**"At least you'll be here with Ben."**_

She nodded her head thinking, _"Yes, Ben will be here too. What will that mean for us though?"_

" _ **You can finally have what you want. He'll be all yours and you won't have to be jealous of other women trying to take him from you,"**_ her other half riposted.

Gwen mentally rolled her eyes thinking, _"Yes, that's so helpful. I still don't know why that's even a thing, so if you could impart your infinite wisdom to me I'd be ever so grateful."_

Her other half seemed to face palm and grit its teeth in exasperation at her sarcasm. _**"God damn it you are stubborn woman!"**_ Gwen was taken aback by the vehemence of her own thoughts and it caused her to miss a step. _**"Let me spell it out for you genius. You know how you feel light as air whenever you are together? How about those fleeting looks you give him? You long for his warmth, the comfort you get from his presence or to hear his voice; especially when he sings."**_

Gwen stopped as her inner voice listed off each point, knowing it was true. She continued after a few seconds not wanting to lose Ben in the streets. _"Ok, yeah so,"_ she thought in trepidation.

Her other half continued as if not interrupted. _**"You might want to consider something here. You're jealousy could stem from the fact that, oh I don't know, YOU'RE IN LOVE WITH HIM!"**_

Gwen stopped again in shock. _"Wha-what? That can't be… can it?"_ she thought with wide eyes and mouth hanging open.

" _ **Why not? Is it really so impossible to believe you could be in love with the one person who understands you, who is always there for you and would literally do anything for you,"**_ her other half replied, much more softly.

After what seemed like hours but was only minutes, she realized she had been standing in the middle of the sidewalk when Ben's hand waved in front of her face. "Yo dweeb; are you ok there? You kind of spaced out for a minute," he said with a perplexed look on his face.

Gwen shook her head to clear it. "Ye-yeah; just thought of something… strange," she said with a suddenly dry throat.

Ben shrugged thinking it wasn't a huge deal. "Ok if you say so. I'm starving though so let's grab some food. Mr. Smoothie is just up ahead," he said grabbing her hand and leading her away excitedly.

Gwen laughed at his exuberance deciding to put her thoughts aside for the moment. "Slow down doofus you're going to make me fall," she admonished but was smiling.

The two teens hurriedly ran toward their favorite eatery then slowed as they got closer. When they could see the outside tables they stopped and stared. Sitting at one of the tables was a familiar person, one they didn't think they would ever see again. Looking at each other in surprise, they slowly approached to re-introduce themselves.

* * *

A tall, slender woman with a full head of vibrant copper hair sat reading a book. It wasn't something she did often anymore. Her job at the university kept her busy during the school year and even during the summer she helped out with research. Today was one of the few days she had to herself. Well mostly to herself. She had finished her lunch and was quietly sipping her smoothie, lost in the world of H. G. Wells. The Time Machine had become one of her favorite books and she's read it many times over the years.

Glancing at her watch she noted she had about an hour before she had to be somewhere for her final appointment for the day. Thinking about it she glanced at the small package on the chair next to her and smiled wistfully. Taking another sip of her drink she was about to pick up her book to continue reading when she stopped cold hearing a voice behind her.

"Gwendolyn, it's been a long time hasn't it," said the cheerful voice.

The thirty year-old Gwendolyn Tennyson was frozen solid all color drained from her face. Her heart sped up and tears began forming in her eyes. _"No… it can't be,"_ she thought. She was afraid to turn around but couldn't help herself. She slowly turned in her chair, not trusting her legs to support her, and came face to face with what she knew she would find. _"Why after all these years…"_ she thought morosely. "Benjamin…" she whispered, facing the speaker.

The two teenagers were confused by her reaction. She looked at Ben, completely ignoring Gwen, as if she were seeing a ghost. Gwen would have become offended if it weren't for the sheer agony she saw flash in the older woman's eyes. They were even more confused as she slowly placed her hands on either side of his face and closed her eyes. After a few seconds she let out a breath and opened her eyes only to stare into the confused visage of the young Ben.

Gwendolyn placed one of her hands on Ben's chest, keeping the other on his cheek. "You're real, you're not an apparition made up by my subconscious," she said aloud.

Ben glanced to his side at Gwen, the confusion growing before turning back to the woman. "Uh, of course I'm real. Why wouldn't I be?"

It was then that Gwendolyn noticed his companion, a mirror image of herself at that age. She slumped in her chair with a sigh placing her hands in her lap. _"Not my doofus then,"_ she thought in both relief and sadness. Looking at the two teens in front of her she came to the conclusion that they were from another time. "So… how is it that I'm looking at my younger self and you this time," she asked the bewildered pair.

Ben was still reeling from the reaction the older woman gave to the sight of them so Gwen answered, "That's kind of an interesting story. Not really sure exactly how but Charmcaster sent us here to the future."

Gwendolyn glanced in her direction with a nod. "I see. Well since you're here why don't I get you something to eat and you can tell me about it," she said while gesturing to the other chairs around the table. Both teens readily agreed and sat quietly while Gwendolyn got a sandwich and smoothie for them.

As they ate they told her of the trip they had so far and the battle with Charmcaster that sent them forward through time. At least that's what they thought. Gwendolyn sat in silent contemplation leaving Gwen to wonder about the things she had been noticing since meeting the older woman. _"I wonder what happened. She seems so subdued from the last time we saw her. It's like she's only half there and what was with the look she gave Ben,"_ she thought.

After a long moment of silence Gwendolyn looked back at the two teens with curiosity written all over her face. "It seems you are not from the past, not this past anyway," she said.

Both teens had a look of confusion on their face. "What do you mean not from _**this**_ past," Ben questioned.

Gwendolyn sighed as she prepared to launch into her explanation. "I mean that you're not from my past. I don't remember any of the events you two described." Getting only looks of shock from them she continued. "You were pulled through time by an older version of myself when you were ten yes? As was I," she said when they nodded. "You see… the problem with that is time travel isn't possible."

"What do you mean it's not possible? You just said you remember going to the future yourself," Gwen said.

After another moment of silence Gwendolyn answered with a question of her own. "Are you familiar with the theory of the multiverse?"

Gwen was skeptical and wanted to hear more. "Are you talking about the theory that there is more than one universe? The one where there are different versions of everyone existing at the same time. That's just fantasy isn't it?"

Gwendolyn nodded solemnly. "Yes Gwen that is exactly what I'm talking about. It's far more than fantasy. I have a lot of experience with it in fact. I'm actually one of the world's foremost researchers on the subject."

This made Ben look at her in shock. "Wait, so you're not a plumber anymore? Who's Ben's partner then and please don't tell me he turned into a jerk like the last time we came here," he said in trepidation.

Gwendolyn sighed sadly, closing her eyes as she replied. "No Ben he didn't. Neither of us has performed hero duties in a long time."

Her statement shocked Ben into silence and made Gwen wonder what happened. But first she wanted to know more about the theory, which according to her wasn't. "What can you tell us about the multiverse then?" she asked.

Gwendolyn opened her eyes and shook her head to stop the memories from clouding her mind. "Most people think of time and space, thus the universe, as being linear. What we have discovered is, it is anything but. There are many different universes that all exist at the same time but not necessarily in the same time. What that means is while you might be able to travel from one universe to another, the flow of time might be different or it might not."

Gwen was still confused and Ben looked like his brain checked out on vacation. "How does that work? If you travel from one universe to another, why wouldn't it be the same time," Gwen asked.

Expecting the question Gwendolyn shook her head, "No one really knows that. What happens when you think you experience time travel is you're going to a different universe. Where in your universe you're teenagers, in this one you are not as I'm thirty years old. That's also how you you're able to meet and interact with different versions of yourselves without causing a paradox. As you know due to the Pauli Exclusion Principle; two objects cannot occupy the same space at the same time, so too can two objects, or people, not exist in the same space-time.

Gwen was starting to piece things together now. "I think I see now. What you're saying is, while time moves at the same rate in both of our universes, they are in different times. So while it's 2018 in ours, here it's 2031," she asked.

Gwendolyn nodded but grimaced. "That's close enough to true but not entirely accurate. Time is relative Gwen. That's actually a proven fact."

Gwen felt her head starting to hurt and decided to get to the point. "Ok; so what does that mean for us? Are we stuck here," she asked worriedly, drawing a concerned look from Ben.

Gwendolyn shook her head in reassurance. "No Gwen. I can send you back to your universe. Not even a day will have passed. I can even send you back exactly where you left."

Both Tennyson teens released a sigh of relief. "Oh thank goodness," Ben said. "So how come you don't hero anymore," he asked with a curious frown.

After a moment the older woman smiled sadly in his direction. "I lost the will to twelve years ago. Since we graduated high school I've been at Bellwood University; first as a student, then as a professor and researcher."

Ben was even more confused and Gwen was starting to worry seeing the haunted look in her eyes. "What about Ben? You said he doesn't do it either. What does he do now," Ben asked.

Gwendolyn sat for a few moments in silence, contemplating what to tell them. _"I can see their bond. It's in its infancy but it's there. Gwen hasn't accepted it yet. Should I…"_ she thought. After seeing the look Gwen was giving him she made her decision. _"I really hate to do this, but she needs to see."_ Aloud she said. "I'm actually going to see him in a little bit. Why don't you two come with me and I'll send you back after."

Both teens looked at each other and shrugged. All three rose from the table and left after depositing their trash in the waste bins. Climbing into Gwendolyn's hover car, which they both were marveling at, they endured the drive to their destination in silence. Ben was looking all around so didn't see when they parked outside the municipal building.

Exiting the car they followed Gwendolyn across the street and entered through the gate of a wrought iron fence. The two teens noticed where they were at the same time. "Uh… Gwendolyn. We're meeting Ben in a cemetery?" Ben inquired.

Not turning around she quietly said, "Yes Ben, we are."

Gwen was starting to get a feeling of dread in the pit of her stomach. She hoped she was wrong in her assumption and tried to quell it by repeating, _"Don't worry, it's probably not what you're thinking. I hope it isn't,"_ like a mantra.

After walking for what seemed like forever Gwendolyn finally stopped in front of a headstone and stood silently with her head bowed. Both teens stood silently off to the side just staring at her. After a few moments Ben began to get uncomfortable. "When's the other me going to get here," he asked politely but a little impatient.

Gwendolyn opened her moist eyes and knelt placing the single red rose that had been sitting on the chair at the base of the headstone. Kissing her hand she placed it on the cold marble affectionately. Without turning she sadly said, "He's already here Ben."

It was a shocked Ben that passed a frozen Gwen to see the headstone properly. When he saw the words on it, he fell to his knees unable to stand.

Gwen slowly followed, afraid to see what was there. When she too saw the words forever engraved into the marble she felt as if her heart stopped. _"No… this can't be,"_ she thought bringing a hand to cover her trembling lips. She shook her head, with her eyes closed, in an attempt to clear the image from her mind, but to no avail. It was still there when her eyes opened. She also pieced together what she said about her losing the will to hero. It was twelve years ago that this grave was placed.

Ben just knelt there staring disbelievingly at the headstone with his name on it. Eventually he found his voice if only to utter a single word. "H-how…" he said barely above a whisper.

Gwendolyn kept her hand on the marble of the headstone staring at the words written on it. "Beloved son, cousin… friend. It's missing words. The one they should have put there was hero," she said softly. "It was summer, just like this one. We were fighting someone, I don't even remember who. He saved my life." She became silent in solemn remembrance for a moment then continued. "He tackled the guy who was about to skewer me even though the omnitrix had timed out. If I had just…" She placed a hand over her mouth to stifle the sob that escaped but tears still ran down her cheeks.

Ben slowly got to his feet and stood next to the weeping woman with his head bowed. After a moment of silence he placed a hand on the headstone feeling the cold marble. "It wasn't your fault." Gwendolyn and Gwen both looked at him when he said that. Getting a questioning tear filled look from the older woman he continued. "Whatever happened, he wouldn't blame you. He wouldn't want you to blame yourself for it. That's the real burden of being a hero you know? You do things that risk your life so others can survive. That's what Ben 10k forgot. It's not the fame, the fortune or the recognition that matters." Looking into Gwendolyn's eyes he tried to convey his sympathy, to show her he understood. "Only the lives of those you care about."

Gwen stood behind them in disbelief. She had never heard him speak like that in all their lives. She viciously torched the small bit of irrational jealousy that attempted to creep up. Instead new worries began to take root in her psyche with the tableau in front of her. _"This is what could happen to us,"_ she thought. Shaking her head to clear it she walked up and placed her hand on top of Ben's then looked at Gwendolyn. "He's right. You didn't do this. We all know the risks of doing what we do but we do it anyway. Not because it's easy, because it's right." Looking at Ben she cleared the tears from her eyes. "It's part of who we are." _"And why you're so wonderful,"_ she added as an afterthought.

Gwendolyn nodded with a wan smile. "Thank you both of you," she said causing them to look in her direction. "You're both good people. I see so much of myself and my doofus in you two. That's why I'm a researcher and why I know so much about time. I tried so hard to bring his light back into my world and it never worked. It used to seem so dull without it. Now I remember why." Tears still fell from her eyes but she wore a smile on her face. Standing she pulled both teens into a hug they returned. Releasing them after a moment she apologized. "I'm sorry for showing this to you but I thought you deserved to know what happened here."

Ben and Gwen smiled at her and shook off her concern. "Naw, it's ok. It's nice to know I did something worthwhile in the future," Ben said earning a slap on the arm from Gwen that made him flinch. "Ouch, what was that for dweeb?!"

Gwen glared at him, "Seriously doofus? You're making jokes at a time like this. The poor woman is suffering here and you…" she was cut off by Gwendolyn's heartfelt laughter.

Said woman was leaning on the headstone with her arms clutching her sides as she tried to stop laughing. "You two are so much like me and my Ben it's uncanny," she said as her laughing fit died. She received a couple of sheepish grins in return. "Thank you two again. I'm really ok though," she said smiling reassuringly.

The two teens smiled in return and blinked as Gwendolyn made a gesture, a shimmering portal appearing behind them. "What's that," Ben asked intelligently.

Gwendolyn smiled. "That's your way home. As promised, you'll be back exactly where you left and in time for dinner."

Ben smiled then caught sight of something behind all of them. He stared for a moment, feeling drawn to whatever it was. He beamed at Gwendolyn before dashing through the portal saying, "see ya!"

Gwen was about to follow but felt a hand on her shoulder. Turning around she saw Gwendolyn looking at her with seriousness but a warm smile on her face. "Gwen you might not understand this right now but hold on to him. Whatever you do… don't let him go," the older woman said placing her hand over the teen's heart.

Gwen nodded though she didn't quite understand. "Yeah… I guess I have a lot to think about. Well see ya, gue… maybe we'll see you again some day," she said almost completing what her and Ben had said last time they came through a time portal. She changed her mind at the last minute definitely not wanting to be in her shoes. She walked through the portal at a much more sedate pace than Ben after that.

Letting the portal wink out of existence, Gwendolyn sighed mightily. "Yeah; I hope not under the same circumstances." She stood in that spot for a minute when she heard another familiar voice from behind her.

"Who were those two," asked a young female voice.

Gwendolyn turned to face a girl about eleven years old with dirty blonde hair and vibrant green eyes. She was about as tall as herself at that age. "Hello Beatrice. They were just a couple of displaced travelers. Did you have to take the bus," she asked the girl with a smile.

The girl walked up shaking her head. "No, Grandma dropped me off," she said as she came up. She knelt to put a white rose next to the red one and bowed her head in silent prayer. After a few moments she lifted her head and just stared at the grave marker. "Mom," she said looking up at Gwendolyn. "Tell me again what dad was like."

Gwendolyn smiled down at her daughter and placed an arm around her shoulders. _"You would be so proud of her my doofus. I wish you could see how beautiful our baby girl is,"_ she thought with pride. "Well…"

* * *

Later that night Gwen found herself wide awake and lying on the roof of the Rust Bucket with her hands folded behind her head. As she gazed, sightlessly, up at the stars she could hear Grandpa and Ben snoring away peacefully below. When they had gotten back from the other dimension there was police tape all over. Not wanting to cause a scene they had hurried, quietly back to find Grandpa Max. He had informed them Charmcaster had gotten away. The fact didn't bother her as much as she felt it should have. Ben seemed a little perturbed at first but shrugged it off in the end. They had eaten, bathed and dressed for bed after that.

The current source of Gwen's insomnia was everything else that had happened that day. Most notably the meeting they had with Gwendolyn. Both she and Ben had returned in a rather somber mood and, by silent agreement, decided not to talk about it. Gwen couldn't get the sight of the grave containing the body of her cousin out of her head. She had gone to sleep but was plagued by nightmares and found herself leaning over the top bunk every time she woke up to make sure he was still there. The last time she had gotten out of bed and sat on the floor just to watch him sleep.

Feeling she wouldn't be able to sleep after a half hour she climbed up on the roof of the RV to try and clear her mind. She now had a deep seated fear that one of these days an enemy of theirs was going to take Ben away from her. Due to this fact she had also realized that her inner self may be right; that she is in love with her sweet, annoyingly courageous cousin. The realization didn't make her feel better though. In fact it just drove the stake deeper into her heart. Pounding a fist into the roof of the RV she hoped the pain would distract her from the pressure she felt in her chest.

" _Maybe Gwendolyn had the right idea,"_ she thought. _"Maybe we should quit being plumbers while we still can, while we're both safe and sound."_

" _ **Do you really think he would go for that,"**_ her other half queried.

Snorting in derision she thought back, _"Doubtful. He loves the excitement too much."_

" _ **Now that's not fair. You know he doesn't do it for the excitement,"**_ her other half admonished.

Gwen sighed in resignation, closing her eyes. She knew her inner self was right. _"I know, I'm sorry. I'm just lashing out. I really just want Ben to be safe. He's so hardheaded and reckless sometimes it scares me. It's like he gives no thought for his own safety and it's maddening."_

" _ **Isn't that what makes him so endearing, what makes him a hero? Are you any different?"**_ her other half countered.

Gwen thought about that for a while. As she thought about it, all the times she put herself on the line came to mind. Foremost was the time she saved Ben from the feral Florauna on Xenon. After reliving that nightmare she couldn't deny what her other half was trying to say. "No… I'm no different," she whispered as a tear fell from her eye.

Her other half left her with one last thought. _**"That answers it then. You just have to trust in him, believe in him. Do what Gwendolyn said. Don't let him go from your heart and everything will be fine."**_

After another indeterminate amount of time Gwen felt herself become drowsy and climbed down from the roof. Heading inside she entered the bunk room and stared at Ben with a heavy heart. A minute later she climbed into her bunk and lied down to try and sleep, hoping no nightmares came. As she closed her eyes she whispered, "I hope you're right."


	10. Why I do the Things I do

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Why I Do the Things I Do

Gwendolyn Tennyson was not a happy young woman. Two weeks had passed since she and Ben had returned from another dimension. The experience in itself wasn't bad except for the fact she and Ben had almost died. Add to that the fact they met an older version of herself who later showed them both something neither was prepared for and it became something neither would soon forget. They still had not talked about the incident with each other by unspoken agreement.

The week after that they had ended up in a scuffle with a splinter faction of the Forever Knights who wore a badge with the sigil of Abraxas on their left breast. The fanatical lunatics had gotten away and all three were ordered to follow up by the brass at Plumber HQ because they had gotten _**unspecified**_ intel involving this particular branch and wanted them to investigate.

That wasn't what was making her so crabby however. The reason for her current ire was her thoughts as of late. More specifically the fallout of the revelation she had a few days ago. Ben had been able to take her out to dinner when they got to Denver. He took her to Mizuna restaurant and the dinner was pleasant. Scratch that, it was better than pleasant. She was shocked he had taken her to such a place and too afraid to ask how he had gotten reservations. After dinner they had gone to the park nearby and star gazed for a while enjoying the mountain air.

When they got back to the Rust Bucket and went to bed she replayed the entire night in her head. Every sight, sound and touch had been vividly re-played in her mind like a movie, making her notice things. It was just little things that she had done throughout the evening but it made her sit up in shock. She had come to the realization that she was, without a doubt, in love with Ben. She didn't get back to sleep after that.

Now one might think coming to this conclusion would have been a bit of a relief to the young woman but noooo. Her mind, still plagued by nightmares from seeing the grave of her dearly beloved, had given her worse nightmares. The nightmares didn't change a whole lot and each scenario where she watched him die left her in silent tears. Sometimes it was a random entity and others it was someone from their past, like Dr Animo or Vilgax. As if being in love wasn't scary enough now she was constantly worried that she would turn around and he would be gone.

She had been trying hard to not show her anxiety and he didn't seem to notice. She was thinking she should be upset about the fact he wasn't being very attentive; but in reality she wasn't ready to have the conversation it would bring up if he had. She was afraid and didn't know what to do. She feared losing him, she feared telling him the truth; but most of all she feared what would happen if they actually got together.

Needless to say she hadn't been getting much sleep and her nerves were a bit frazzled. She almost snapped at Ben and Grandpa this morning for no reason but caught herself before that had happened. Late that same afternoon the three of them had been enjoying window shopping in the quaint little town they were in when the lunatics they had been chasing decided to show themselves. So now they were once again fighting a bunch of morons trying to muscle in on her Ben time.

" _ **Nice to know you can actually think that now,"**_ quipped her other half sarcastically.

" _Dry up and_ _ **DIE**_ _you useless Volannian scale,"_ she thought back sourly. To add insult to injury her cycle had started a few days ago, _**late**_ as a matter of fact. No… Gwendolyn Tennyson was not a happy young woman. Her current opponent found out just how unhappy she was when he took a mana bolt, point blank, to the chest. His armor was severely dented and he was completely out cold. He would be lucky if he didn't have any broken ribs.

"May the father of understanding gui…" another one began to say.

He was silenced by the crystal foot of a Petrosapien to the face. "Man, if I hear that one more time I'm going to find the idiot who runs these nut jobs and give him a papercut on his tongue," Ben said in agitation. He had noticed a slight change in Gwen. She had been acting distracted since they got back from the other dimension so when he had the opportunity to make good on their bet, he did. It was to take her mind off of whatever was bothering her and it had worked. Or so he thought.

The day after she had seemed more anxious than previously and this outing was to alleviate some of her anxiety, especially after this morning. He had noticed how she almost bit grandpa and his head off, for what he didn't know, but at the last second she had stormed into the bunk room alone. He and grandpa had shared a look of concern once the door closed and made the plan to relax around town this afternoon.

"Just keep knocking them out and hopefully we'll be able to get something out of them later," Max said firing both his blasters repeatedly at one of the more agile knights. He was getting increasingly worried for his two grandchildren. He knew something had happened wherever they disappeared to the day they had fought Charmcaster, but neither was very forthcoming with the information.

Both teens seemed to be on edge and he didn't know what to do about it. Gwen was, by far, the worse of the two and he saw how Ben did things to help her so he didn't press the issue. He also noticed Ben's increasing frustration as each time he tried; Gwen only seemed to get worse. He only hoped whatever was troubling the two teens they would be able to resolve it soon.

Gwen was fighting on auto pilot. She hadn't even had time to transform into her disguise she was so pissed. As soon as the knights started coming out from seemingly everywhere she had unleashed her frustration upon them. All three Tennysons fought their hardest to end the threat as soon as possible so they could get back to their day. They had quite a fight ahead of them.

* * *

When the fight was over, the two exhausted teens returned to the Rust Bucket for a little relaxation and dinner. After driving to a campground just outside of town, Grandpa Max had gone back to the scene to meet with more plumbers to finish rounding up and arresting the Forever Knights that were unconscious. Gwen decided on a microwavable pizza and Ben had a small cheese burger with waffle fries. Now feeling satisfied the two cousins were left with nothing to do so they decided to do just that.

The evening was rather pleasant so they decided to sit next to one another by the lake near the camp sight Max had driven to. Both sat silently for quite a while enjoying the view, though their thoughts were slightly different.

Gwen was staring at the water with a pensive frown on her face, knees drawn to her chest, arms wrapped around them. Ben was wondering what was bothering her. She clearly had something on her mind. During the fight she hadn't seemed herself. Oh sure, she fought alongside him as she always does. She just seemed to be hyper focused. She didn't say anything, even when their opponents taunted her. She also seemed to be more vicious than normal. Her explosion of rage when they attacked was the first indication. The second was when she used spells that were a lot more aggressive and designed to hurt instead of defend or restrain. He almost felt sorry for the poor saps but they gave just as well as received.

That wasn't the only thing that caught his eye however. He was thinking about how on edge she had been since they got back from the other dimension. The only exception was the night he took her to dinner, which was such a great night for them. He had gone to sleep with a smile on his face remembering how content and relaxed she had been. She had given him some very interesting looks throughout the evening and he had come mere centimeters from taking her lips with his own before they had retired for the night. _**"Sissy…"**_ his other side had taunted. He didn't disagree either, because at the last second he had diverted and instead placed his head next to hers in a warm hug.

Ever since that night however, she appeared more jumpy and stuck with him more. He wasn't going to complain about the latter because any time she spent with him was a blessing for him. He had chalked it up to what they had seen in that other dimension. If he was perfectly honest with himself he was still a little disturbed as well. Who wouldn't be if they saw their own grave? Growing slightly tired of the silence he decided to see if she would engage him in a little conversation.

Turning his head slightly he calmly said, "penny for your thoughts?" Gwen didn't answer right away or even appear to hear the question. She just continued to stare across the lake deep in thought. Becoming slightly worried about her behavior he moved so he was sitting cross legged, facing her fully. "Ok, now I know something is bothering you. Let's hear it before you give yourself an aneurysm." The mild attempt at a joke crashed and burned, as she only frowned deeper and narrowed her eyes. _"Ok something is terribly wrong,"_ he thought. He placed a hand gently on her shoulder to get her attention. "Gwen…" he said with concern.

She sat for a moment then let out a deep sigh while closing her eyes. When she opened them, she rested her cheek on her knees with her face toward him. "Ben… can I ask you something?"

A little confused, he took his hand from her shoulder and placed it in his lap with the other. "Uh… sure. You can ask me anything." He almost called her dweeb like usual but this looked like it was going to be a rather serious conversation.

She nodded, not moving her head from her knees. "Ben, I've been thinking a lot lately. What would you say if I said I wanted to stop heroing?"

Ben's eyes widened in shock, "what… why would you want to stop being a hero?" He was completely stunned and slightly worried. "We make such a great team Gwen, don't tell me you want to give that up!"

Gwen just sighed sadly and turned her head to look across the lake again. "Yes… we do make a great team. If I stopped I would want you to stop too." Ben was highly confused and worried more when she revealed this. After a couple seconds she closed her eyes in resignation. "Just forget it; it was a stupid thought anyway."

Seeing the look on her face, Ben became even more worried. "Nuh uh, I can't forget this now. What's going on Gwen? What brought this on?"

After a long moment Gwen sighed again, opening her eyes and said one word. "Gwendolyn."

The look on Ben's face changed from worry to confusion in an instant. "Gwendolyn? You mean the one from a couple of weeks ago?" Gwen nodded and didn't say anymore, but she didn't have to. He knew what she was referring to. "That was a different universe Gwen. Are you seriously worried that's going to happen here?" he calmly asked.

Gwen narrowed her eyes and turned her head toward Ben. "Aren't you?" she asked in irritation.

Ben was shocked, not by the lack of denial that he kind of expected, but the vehemence in her voice. Schooling his expression as seriously as he could, he said, "I'm not going to let that happen. That Ben was probably just too careless," he said trying to diffuse the situation. Of course he was slightly worried about that. He would gladly give his life for hers if it came to that but he didn't think telling her that right now would do any good.

Unfortunately, Gwen's ire only seemed to rise and she got on her knees facing the only outlet she had for her irritation. "You're not going to let that happen?! I know you Ben so I'm pretty sure that's what _**that**_ Ben thought too, especially if he was as hard headed and stubborn as you are!"

Ben reeled, as if struck, a look of pain flashing across his face but he instantly replaced it with a look of his own irritation. "Oh so it's stubborn to want to protect you huh?! Remember that happened because he was saving your other self's ass!" Gwen's face twisted in pain and Ben immediately regretted saying that as she stood and turned away from him with her fists clenched. He stood as well, neither saying anything for a minute. Just as he reached out to her to apologize she began speaking so he lowered his hand.

"You think I don't know that?" Gwen asked barely above a whisper. "I was there too remember? I saw the grave." She felt tears welling in her eyes as she continued. "I haven't stopped thinking about it since we came back and it terrifies me. I've had nightmares, frequently, that one of these days some bad guy or alien will get in a lucky shot and then you'll be gone; and that's only _**if**_ I sleep at all."

Not knowing how to respond to that Ben stood still. _"I had no idea she was going through this. Man how blind can I be? Geez Gwen you should have told me,"_ he thought.

Turning back toward Ben she continued. "That's what brought this on Ben. I don't want that to happen to us. I don't want to ever have to know what that Gwendolyn is going through. I just want to be normal sometimes. If we led normal lives we wouldn't have to fight any of the crazies or constantly save one another. I will always back you up Ben, but I can't help but worry that one of these days you'll be pulled away. Lord knows it's almost happened on more than one occasion. Haven't you thought about being normal even once since all this began?" After that Ben's expression dropped from one of sympathy to one of disappointment then slight anger, confusing Gwen to no end.

Ben clenched his fists, and then walked past his cousin. When he got to the edge of the lake he picked up a handful of rocks lying along the shore. "Normal," he said in derision. "What's so good about being normal," he said as he threw a rock in the water.

"What are you talking about? Why wouldn't you want to be normal?" she said even more confused.

Ben huffed, throwing another rock in the lake. "I'll tell you why." He paused to gather his thoughts, gently rolling the rocks around in one hand; Gwen waiting silently behind him. "Before I found the omnitrix, when I was _**normal**_ , my life wasn't so great Gwen." He paused again and threw another rock. "When we were ten, I was bullied in school almost daily. My grades sucked, my parents preferred me to call them by their first names and I had this awesome, beautiful, genius for a cousin who couldn't stand me."

Gwen couldn't believe she was hearing this and her cheeks felt a little warm when she heard him compliment her. She swore it was the late afternoon heat though. _"Oh god Ben I had no idea. How much of this is my fault?"_ she thought a little guiltily.

Not hearing anything he continued. "When I found this watch, it all changed. I was able to do things, amazing things. I could finally do something that mattered instead of being just a loser like everyone said I was." Un-noticed, Gwen flinched knowing she was one of the worst offenders in calling him a loser. "Then your Anodite powers activated and suddenly I had a friend, someone I could help people with and do amazing things with. When we got back from that trip, people stopped bullying me and hey… my grades even improved." He threw another couple of rocks in the water, and then lowered his head to stare at the remaining ones. "It wasn't normal but I didn't think that was a bad thing. I was finally not a loser, I was finally special." he finished quietly.

Gwen cocked her head after hearing this. She honestly couldn't believe he had said that. "Ben do you honestly think that watch is the only thing that makes you special?"

He blew a breath through his nose as he lifted his head saying, "isn't it? There's nothing else special about me. Without it, who would even notice Ben Tennyson?"

Gwen was hurt by that and let a couple of tears run down her face. _"I noticed you Ben. Whether you knew it or not, you were always special to me,"_ she thought sadly. "You are such a doofus!" she said with a little bitterness. Ben flinched when he heard that. "That's also _**bullshit**_!"

Ben was so shocked he dropped the rocks he was holding and spun around only to see her glaring angrily with tear tracks on her face. "Wh-what?"

Walking up to Ben so she could stare right into his face, she repeated, "I said that's bullshit. The omnitrix didn't make you who you are. Sure it gave you the ability to do the amazing things you do but it didn't make you _**do**_ them or give you the courage. You are one of the most courageous, if bullheaded, people I know. I wish more people were like you Ben." She calmed her expression and sighed when he got a look of doubt on his face.

Softening her features a little more, she continued in a more normal tone. "If you really need more proof how about this… Did the omnitrix make you jump under a falling tree to save your dweeb cousin? Did it make you save countless lives or face an intergalactic terrorist that no one wanted to go against? Before even that did it make you stand up to all those bullies in school?" A look of surprise crossed his face. "Yeah, I knew the reason you got bullied was because you stood up for others, which is something you've always done." Seeing a bewildered expression on his face she continued. "That was all you, _**Benjamin Kirby Tennyson**_. I haven't risked my life time and again, and you haven't risked yours because of some alien watch. So how about you tell me why."

He could see the hurt in her fierce, blazing emerald eyes that went with the outrage in her voice. Ben felt his heart swell with everything he felt. It thudded so hard he swore she could hear every beat. At that moment he felt himself falling for her so deeply that there was no more hiding it. _"Maybe it's time to tell her."_ Out loud he whispered, "You want to know why."

She nodded in determination, poking his chest lightly "I think you owe me that!"

A little louder he asked, "You really want to know why?"

"I know why, but I want to hear you say it! I want to know that you know!" she said louder but not quite shouting… yet.

Ben chuckled mirthlessly shaking his head, "no Gwen I don't think you do know. But you're right. You deserve to know, even if you despise me after I tell you." He still had lingering doubts about whether or not she would/could accept his feelings.

Gwen was puzzled, "Ben I really don't think anything you say could make me despise you. Just tell me the truth. Why do you do it?" A few seconds passed as he seemed to be gathering his thoughts or courage, maybe both. She repeated the question a little louder, "why do you do it Ben?!" Another couple of seconds passed and she was tired of waiting. "WHY?!" she shouted, the sound echoing off of the surrounding hills.

Ben's expression hardened and he said only one word, "you."

Gwen was beyond confused, not to mention shocked beyond belief, and took a step back. She could see the conviction in his eyes and that, coupled with the fact she had never seen his face so serious made her know he was telling the truth.

"It's always been you Gwen. Ever since we were younger, I've always admired you. You were always so smart, so pretty, so brave… I just wanted to be like you, minus the pretty part." He turned around looking wistfully at the stars for a moment, the sun finally having set. Sighing deeply he continued, "On that first summer trip when we were ten, I was secretly so happy that you were there. I missed you all those years we didn't see one another. At first I thought you really hated me so I pretended to not like you back, but when I got this," he said raising his left wrist then lowering it, "I thought it would get you to notice me again. I wanted you to like me and think I was worth hanging out with. Sure once I started saving lives and kicking butt I actually enjoyed it because it was the right thing to do. But initially it was because I wanted to you like me."

Gwen was still puzzling out what was happening when she felt a tug in her chest. Ignoring it for the moment she just listened to her cousin bare his soul.

"As for saving you, heh, how could I not. You're always there for me Gwen as I will always be there for you. You said you don't want to know what that other Gwendolyn feels like. I do know how she feels." He paused to take a deep shuddering breath and continued. "On Xenon… I thought I had lost you. When you were gone it was the worst feeling of my life. It felt like I had died, I certainly wanted to. I didn't care about anything. I was even willing to destroy the universe because I didn't want to live in a universe without my Gwen."

Gwen felt her chest tighten a little more hearing him say that, and a feeling of immense warm spread throughout her body. _"Is he saying what I think he's saying? No, no he can't be."_ she thought in slight panic and elation at the same time.

"When you came back it was the happiest day of my life. I was so overjoyed that you were alive I cried and I vowed, from then on, I would never let that happen again." He turned around and looked straight into her eyes. She was confused but there was also dawning realization. "You have become the most important person in my life Gwen. You keep me grounded, centered. I'm not worried about becoming Ben 10k because I know you'll be there to knock me down a few pegs. You're my best friend, someone I can confide in and someone I can count on no matter what. You're my partner, my other half through and through. That's why I said that to Stephanie at the dance Gwen, because it's true."

His piercing gaze was almost too much for her. She could feel the strength of his emotions weighing on her soul and it was awesome in its intensity.

He let out another mirthless chuckle, "it's kind of funny. All my relationships failed because I always compared my girlfriends to you. I didn't realize it at the time and I didn't even mean to but that's true too. I never felt right around them, something always seemed to be missing. That feeling isn't there when I'm with you though. When we aren't together, I always tell people how amazing, smart and beautiful you are. When you're happy, I'm happy. When you're sad or upset, I either want to kiss your tears away or beat the hell out of whoever hurt you. If I'm the one who's made you upset it feels like my heart is being squeezed by a hydraulic press. I feel so much calmer and… whole, when I'm around you."

As he kept talking Gwen's eyes continued to get wider, finally seeing exactly what he was saying. The feeling in her chest only seemed to get more persistent and stronger as he talked too. She had her hand in front of her open mouth but it couldn't hide the thermonuclear blush adorning her cheeks. Heck she felt as if her entire face were on fire. _"Oh god all this time… he was talking about_ me _. After the spar he was talking about me!"_ she thought.

Ben continued to stare into her eyes and saw the realization clicking in to place. "You see now. When I first realized what these feelings were I thought, 'no way, it can't be real'. I even thought they would go away. But they didn't. They only got stronger and more potent. I know now that the reason I dated all those other girls was because I was running away from what I feel for you. I really tried to find that with them but obviously," he chuckled. "…it didn't work. You see… when I say I want to be there for you, what I meant was I want to be there _**with**_ you. When you go to prom, I want to be holding you in my arms as we dance the night away, just like we did in the spring. When you graduate college I want to be next to you getting our degrees. When you walk down the aisle it's my fondest wish that I'm the one standing next to you as we pledge our lives to each other."

Gwen's eyes were wide as saucers at the moment. _"Yep, he's in love with me. Why didn't he tell me anything?"_

 _ **"Because it's Ben genius,"**_ deadpanned the other part of her mind.

 _"He looks so sad. Why?"_ Then she remembered what he said before he started his confession. _"He thinks I'm going to hate him for this. No Ben, nothing could be further from the truth."_

Ben gave one long sigh as he continued. "Gwen I don't know what is going to happen in the future. I don't even know if you'll ever talk to me again after tonight. Just know that no matter what, I'll do anything for you. I think it goes without saying I would die for you. I would walk through the very fires of hell for you. That's the other problem with normal," he said with venom. "Normal says I shouldn't feel like this. _**Normal**_ people would say I'm wrong to feel this way for my cousin. Well if it's wrong then I don't want to be right. I would defy _**anyone**_ or _**anything**_ for you, especially… normal." As he finished a tear rolled down his face, the same stony expression present.

Now she understood. She could feel the depth of his love, boundless as an ocean. What she, at first, thought might have been just a crush or an infatuation turned out to be so much more. Her heart was beating wildly and her mind was completely blank. "Ben… I-I don't know what to say." She stood in complete shock, her eyes moist.

Ben just sighed long and hard as he lowered his head and closed his eyes. "You don't have to say anything Gwen. It was time I got that off my chest. It was eating me alive to be perfectly honest. I wanted to tell you sooner but, I was afraid. In light of what Gwendolyn went through though, being afraid of that just seemed silly." He opened his eyes and looked at her again seriously. "If her Ben was anything like me… he loved her just as much." What he left unsaid was, 'as much as I do you'. It seemed unnecessary. "I'm going to take a shower now and go to bed Gwen. Let me know if you need anything.

As he walked passed her he gently squeezed her shoulder not saying another word. Gwen stood still as he passed, unable to move. After a few moments of processing everything her mind restarted. _"He was right. I didn't know."_ Lost in her thoughts, she took a walk in the dark through the RV Park. _"He's totally in love with me. How did this happen?"_

" _ **At least we definitely know how he feels. The real question is, what are you going to do about it?"**_ the other part of her mind questioned.

" _What_ _ **can**_ _I do about it?"_ she thought back.

" _ **You know, normally when someone confesses their love for someone who returns it, that person gives a return confession,"**_ her other half said.

"But how? How the hell can I do that?!" she said almost in a shout. She hadn't noticed she was speaking aloud and her heart continued to race. She continued to walk along a hiking trail she found so she wouldn't get lost.

" _ **Is that a real question?"**_ her mind asked back incredulously. _**"Why don't you try talking to him? Go right up and say 'Ben, you know I feel the same way about you.' I love you too usually works as well. Seriously what else are you going to do; pretend you '**_ **don't'** _ **love him? You know you can't do that even if you wanted to. Or are you going to try and push him away? Do you want to risk that,"**_ her other half asked as she sat on a large rock off the path.

Thinking about never seeing him again if she did do the latter made her heart ache and unbidden, the thought of Gwendolyn standing in front of a marble tombstone with his name on it came to her making her sob once. "Of course I don't want to! I don't want to lose my doofus any more than he wants to lose me," she whispered. "I'm just afraid ok! I would love nothing more than to be with him for the rest of our lives but what is that going to mean for us?!"

" _ **I can't tell you that any more than anyone else can. We can't see the future you know. The real question you need to ask yourself is; what are you willing to do?"**_ The voice remained quiet for moment then continued. _**"You know he's willing to do anything. He sure sounds like he wants to be with you just as much; even if you are all he has."**_ The voice finished sadly.

It was right, so, so right. He would do that. He would shun the rest of the universe to be with her but she didn't want that for him; she loves him too much. Not having any answers and not knowing what else to do she pulled her cell phone out and hit #2 on her speed dial.

After a long series of rings, the line picked up and a cheery but breathless voice said, "Gwen! What are you calling me for? Not that I'm upset or anything but you don't normally call me when you guys are on vacation..."

"Lucy I need your help," Gwen interrupted almost frantically.

Now worried Lucy became serious. "Is everything ok Gwen? What's wrong, are you hurt?"

Gwen shook her head even though Lucy couldn't see it. "No, I'm not hurt. Everything is just a little messed up right now."

Lucy could tell she had tears in her eyes by the sound of her voice. "It'll be ok Gwen, just tell Cousin Lucy what she can do to make it all better."

Gwen barked a laugh but there was no humor in it. "You're going to love this… Ben is in love with me!"

Lucy was silent for a moment. "Are you sure? Did he say he loves you? Maybe it's just a crush." Lucy was bursting with elation and tried not to scream out loud but remained calm for Gwen's sake. She still pumped her fist in excitement however. _"I didn't think he would do it. Not this soon anyway,"_ she thought.

Gwen nodded. "Oh it's definitely not a crush. He didn't say 'I love you' but he gave me this long confession that said everything but. I could feel it too; he really is in love with me. He even said he wants to marry me for crying out loud!"

"...Oh shit!" Lucy exclaimed in wide eyed shock. _"Ok even I didn't know his feelings ran that deep."_

"Yep, it's the real deal. Lucy… what am I going to do?"

The blonde Lenopan rolled her eyes in exasperation. _"Here we go again,"_ she thought. Aloud she asked, "Well what are you thinking of doing?"

Gwen sighed, "I don't know. I was hoping you could give me some ideas. I don't really have a lot of options here."

" _Talk about de ja vu."_ She thought. "Well do you love him? I'm talking about love, love not he's my cousin love."

Gwen didn't even have to think about that one. "I know Lucy and yes I do. I love him so much but I'm scared. It felt like the weight of his emotions was going to crush me. I-I just don't know what to do here."

Lucy took a moment to process that. _"At least she can admit that,"_ she thought happily. "I don't see the problem Gwen. You love him, he loves you; it's really simple since you're asking me."

Gwen thought a moment and said, "That's part of the problem though. I want so badly to be with him but we would have to hide our relationship from people. Cousins in a relationship aren't exactly common or accepted you know. It would be hard on us; especially on him and I don't want him to suffer."

Lucy agreed. "You're right Gwen, it would be hard. But you know something else? Nothing worth doing is _**ever**_ easy. Meaningful relationships take time and work, a lot of hard work." Gwen was silent so she continued. "Can you trust Ben?"

Again, Gwen didn't have to think about the answer. "Of course I can. I trust him with my life."

Lucy nodded, "That's good. Have you told him how you feel yet?"

Gwen grimaced even though Lucy couldn't see her. "No, no I haven't," she said. She could almost feel the disappointed frown that accompanied Lucy's growl. "Hey I was caught off guard ok. We both had a rough day and I've been really stressed lately, for several reasons."

Lucy sighed, "Ok I guess I can let you off on that… for now. What exactly did he say to you anyway," she asked.

Gwen replayed everything Ben had said to her during his confession then spoke. "Oh you know the usual. I'm his best friend, I'm his anchor, and he admires me and all that. It was really sweet. That's kind of why it took me by surprise. I didn't realize he felt that way." She sighed while pinching the bridge of her nose. "I guess I should have seen it though. He's been acting kind of differently lately. But the thing that got to me the most is that he said…" her voice hitched and she had to take a deep breath. "…he said he was willing to die for me."

Lucy was concerned at the tone in her voice. _"I wonder if she realizes she would do the same and practically has several time already. Him too,"_ she thought. "Isn't that a good thing?"

Gwen shook her head. "No Lucy it's not! I don't want him to die for me! I don't know what I would do without him in my life; and that's the problem. I don't know if I could go on without him but I don't know how to live with him either," she said a little tearfully.

Lucy was incredulously thinking, _"Is she even listening to herself? She's practically lived with him every summer; since they were ten…"_ Then what she said made her think of something. "Something happened didn't it?"

Gwen sniffled and wiped the tears from her eyes. "Yes and no, but I really don't want to talk about it Lucy."

Respecting her wishes she dropped the subject. "Ok, ok don't worry Gwen," she soothed. "So he would do anything for you and I know you would do the same for him Gwen. I still don't see what the problem is."

Gwen sighed long and hard. "I wish I could see it like you do Lucy. I wish it were as simple as you want me to believe it is but it just isn't. I want to be with my doofus but I'm afraid to take that step. Once I cross that line there won't be any going back. I don't know what to do."

Lucy sighed saying, "Look, I can't answer that for you Gwen. Only you can answer that for yourself. I also never said it was going to be easy. If you really want answers, 'Look deep inside yourself and search your feelings'."

Gwen blinked. "Did you just quote 'Star Wars'?"

Lucy giggled. "Yep I did. But it's true though. Think about how you feel, how you really feel. Don't focus on how you feel for your cousin. Focus on what you feel for Benjamin Tennyson. You know him better than anyone in the universe. Think about that. Don't worry about what everyone else is going to think or say and just do what you _**feel**_ is right. What is right for Gwendolyn Tennyson? Most importantly though… follow your heart Gwen. If you don't, you might find yourself making a mistake."

Gwen shook her head in exasperation. "Has anyone told you you're wise beyond your years?"

Lucy giggled again. "Yep, it's a gift."

Gwen chuckled at her antics. "Well thanks for the advice. You actually helped. Still don't know what I'm going to do but I'll be able to figure it out."

Lucy smiled saying, "Noooo problem. Just remember… whatever answers you find; I'll support you and you know Ben will too." _"Even though you already know the answer, have answered your own question, but aren't seeing what is staring you right in the face,"_ she thought in frustration.

Gwen sighed, "Yeah that's kind of what worries me. Hey… Thanks again. I'll talk to you again sometime and we'll see you in New York."

"Ok Gwen, I'm glad I could help. I'll be seeing you," She said cheerfully as she hung up. Placing her phone on the dresser she walked back to the bed. Picking up a pillow she jammed her face in it, releasing a long, loud scream of frustration. Once done she placed the pillow back where it belonged. Removing her nightgown she crawled under the bed covers with a sigh. "I swear those two are hopeless, but so right for each other."

Rolling over to face her Steve said, "You know I'm glad those pillows are good at muffling your screams or my parents would have heard that."

Lucy giggled, "Like they don't know what we're doing anyway. And remind me to bring my pone in here next time so I don't have to run to the other room."

Steve nodded in acceptance. "True. So I'm guessing he finally told her huh?" When she nodded he smiled. "Good for him. Are you sure she loves him just as much, that they love each other enough?"

Giving her fiancé a peck on the lips she snuggled next to him with her eyes closed. "I know they do. I saw it at the dance just like you. They remind me a little about how we were before we first started dating."

Steve nodded as he laid his head back on the pillow with a chuckle. "I guess they kind of do act like we used to. They are cute together." He said as his eyes closed.


	11. What the Heart Wants

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

What the Heart Wants

A couple days after Ben's confession Gwen found herself lying in the top bunk after a fitful night of sleep, her third in a row actually. The night he had confessed his undying love to her, she had gotten to sleep way after everyone else. She had returned to the Rust Bucket after another hour of thinking about everything Lucy and Ben had said. She had still been in a bit of shock when she returned, only giving Grandpa Max a cursory greeting as she entered. Ben was sound asleep as she went through her evening routine. She kind of envied his ability to sleep through seemingly anything.

Her mind hadn't shut down after everything that was said that night. She still couldn't believe Ben actually loves her as much as she knows he does now. For the last couple of days, in which she and Ben had mostly avoided each other, it was pretty much all she could think about. One part of her mind was rejoicing while the other part, an increasingly silent part, was filled with doubt. The doubt was not about whether or not he actually loves her, that was undeniable, but for whether or not she could take the chance of being with him.

Gwen stared silently at the ceiling above her without seeing it. She didn't hear Ben's snoring so she was reasonably sure he was already awake and not in the room. She was thinking clearly and calmly now, due in no small part to the fact her cycle was finally over. She thought about the last thing Lucy had said before they hung up the phone. "Follow my heart," she whispered. "What does my heart want," she continued as she closed her eyes.

Going into a kind of trance she tried to imagine all the things she wanted out of life. She knows she wants to go to college, graduate and have a rewarding career. She also knows she wants to have a family some day. As she thought about it she saw herself walking across the stage to receive her degree with a smile on her face. As she walked back to her seat, she saw Ben stand and embrace her with his own degree in his hand. An actual smile was on her face as the image of the look of pride in his eyes filtered through her mind. A strong feeling of accomplishment ran through her as she imagined that day.

The next thing that came to her mind was a scene from somewhere in the future. She was older and standing in front of a mirror, an elegant white gown covered her from head to toe. She was clearly in a wedding dress. Some time passed and she walked down the aisle of a church with her father, the long train of her gown trailing behind. The only things distinct about the vision were her dress, and the fact that she was getting married. Even the vision of her father wasn't clear, yet she knew it was him.

As she stood in front of the faceless minister she raised her eyes to the man who was supposed to be her husband. The face was indistinct and she felt a profound sense of wrongness about it. She felt love but she also felt a deep sense of longing wash throughout her being. Before the minister began to speak she turned her head to search for the one person who could give her answers to the questions popping in her head.

Not seeing him among the groomsmen she turned to look at the side where her family was seated. Scanning the faces she began to feel a sense of sorrow as she didn't see him among them. She was about to break into tears at the thought that he wasn't even there, yet understanding the reason, when her eyes landed on the person she was looking for. Seated behind her father and mother was Ben. He was smiling and she could see tears leaking from his eyes. As their gazes locked she almost sobbed as she saw the agony he tried to bury under a mask of joy.

 _"Why Ben? You said you love me. Why would you let me go? Why would you torture yourself for my sake,"_ she wondered silently. Thinking about it she realized the answer was in the question. _"Because you would, wouldn't you doofus? You love me so much you would become a martyr to your own happiness,"_ she thought. It didn't bring her any comfort. In fact it made her weep slightly because she knows it's more than true. One of the things he said came to mind, _"I would walk through the very fires of hell for you."_ She couldn't imagine a worse hell than watching the person you love more than life itself drift out of your life. She knew that wasn't what she wanted and turned so she didn't have to see the pain on his face anymore. In the vision, she closed her eyes, forcing her actual ones even tighter in concert. Gwen wasn't sure how long this lasted but she almost opened her eyes in shock when a familiar voice spoke in front of her in the vision. _"Hey dweeb, you might want to open your eyes for this part."_

Her eyes opened and the sight of Ben in front of her took her breath away. He was holding her hand and smiling that cocky grin she loved so much. Her heart swelled with unbound love and joy at the sight. Not even thinking about it, she crashed her lips against his in a soul searing kiss. Tears ran down her cheeks both in the vision and in the real world. _"We're supposed to wait until the end for that love,"_ he said with a chuckle as she broke the kiss.

Opening her eyes she gently touched her lips, which tingled and were curved upward in a tender smile. She knew then she wanted to find out what that would feel like for real.

Unbidden another vision came to her sight, this one a little different. She was lying in a bed in a sterile white room and she could feel she was fatigued but very happy. Looking to her right she saw Ben in a hospital gown with his back to her. He turned and was wearing a bright smile and had tears falling from his eyes. _"You did good Gwen sweetheart,"_ he said giving her a warm kiss. _"Say hello to our son,"_ he continued happily as he placed an, until then unnoticed, infant in her arms.

Tears of pure joy fell from her eyes as she imagined seeing the baby, _**their baby**_ , in her arms. He was absolutely beautiful. "Kenny," she whispered as she imagined the infant in her arms. As she saw the current vision all her fears, all her doubts, sloughed away like a river leaving her feeling complete. She could feel her heart beating in her chest, slow but steady and strong. _"That's what my heart wants,"_ she thought as she sat up.

Getting out of bed she dressed and made herself presentable for the day with a smile on her face and a warm comfortable feeling spread throughout her body. After making her bunk and idly noticing Ben's was also made, she opened the door to see what was for breakfast. She found it odd that there was no one in the RV then looked at her watch. Seeing the time was 9:34 she sighed. _"So much for breakfast,"_ she thought slightly disappointed as her stomach voiced its protest.

Walking over to the breakfast nook she noticed there was a note on the table. Picking it up she read:

Dweeb…

Grandpa and I went to town to get some groceries since we are almost out of food. Don't worry, I'll make sure he doesn't get anything too outlandish ha-ha. Hopefully we'll be back before lunch.

Your Doofus

She smirked a little because he had written the O's in doofus as little hearts. She placed the note in her pocket so no one would see it but her. "That was so cheesy it's cute," she muttered with a head shake. _"It figures he wouldn't be here after I have the biggest revelation of my life too,"_ she thought in mild irritation.

" _ **Oooooh, does that mean you're ready to tell him then?"**_ her other half asked in amusement.

Gwen rolled her eyes. _"I'm not even going to dignify that with a proper response so I'll just say… screw you!"_

" _ **Testy much? I know what you're thinking and if I was you, and I am, I would go out there instead of waiting here. He'll appreciate the effort,"**_ her other half replied.

Deciding her inner self had a point she got off the counter she had been leaning against to head into town. It wasn't that far of a walk so she exited the RV to see if she could locate her wayward cousin and grandfather.

* * *

Ben found himself sitting alone on a park bench not far from the grocery store Grandpa Max and he had been shopping in. They had most of what they needed and had already loaded it into a portable subspace storage unit grandpa had brought. It was amazing what kind of tech had been developed by the plumbers with alien assistance. This latest invention was created by a Galvan (not Azmuth) scientist working in the R&D department at plumber HQ. When grandpa had first shown it to Ben, he had thought it was the coolest thing ever. _"Sure would help with keeping my room clean,"_ he had thought with a smirk.

Sitting on the bench with his eyes closed, he basked in the warmth of the mid-morning sun. His confession to Gwen the other night had been both relieving and worrisome. Once he had gotten it all off his chest he felt as if he had dropped the weight of a load stone from his shoulders. It really had been bothering him that he was holding all of it inside with no outlet.

The only problem now was he had yet to receive her reaction. They hadn't really spoken to each other for the last couple of days. He tried not to think about it too much, wanting to give her time to process everything, but it just wouldn't go away. The utter shock she was feeling was impossible to miss and had been on his mind since he went to bed that night. _"I told you she would freak,"_ he thought a little sadly.

" _ **Now don't get ahead of yourself,"**_ his other side replied. _**"She actually took that pretty well all things considered. It's not every day someone, much less your own cousin, confesses their undying love to them. Think about how you would feel in her position."**_

Ben opened his eyes and huffed in exasperation. _"Yeah, not helping and seriously? That's not even a fair assessment considering how I feel about her. If she were to confess to me I would be over the moon."_

" _ **Ok fair point,"**_ his other side said after a moment of pause. " _ **In any case, how do you know that she isn't, as you said, 'over the moon'? I bet if your positions had been reversed you would have been in more shock even though you know how you feel."**_

Ben had to relent on the point. If Gwen had confessed to him that way he might have had the exact same reaction. He grimaced as he thought about that. _"Maybe I came on a bit too strong."_ He did say a lot and it was a lot to take in. In respect to that he hadn't expected Gwen to say anything, which is why he told her so. Heaving a sigh he closed his eyes again to try clearing his mind so he didn't give himself an anxiety attack.

After a few moments he caught the faint scent of something familiar and pleasant. _"Jasmine and Lavender… Gwen's shampoo,"_ he thought with a smile. Noticing the slight breeze was coming from behind him he smiled. "You know you don't have to stand back there dweeb," he said fondly.

Gwen had been standing a few yards behind the bench just watching him calmly. He looked like he had a lot on his mind and didn't want to disturb him. She was a little surprised when he spoke to her, indicating he knew of her presence. Smirking to herself she walked around the bench and sat beside him copying his position. After a moment of silence, Gwen shifted so her back was leaning on his side and her feet rested on the bench proper. Leaning her head back she rested it on Ben's shoulder with a sigh. Ben seemed to be frozen in shock at first, but eventually put the arm she was leaning against around her waist, pulling her closer. "Much better," she said with a content smile on her face as she closed her eyes.

The two sat silently for a few moments; Gwen in content and Ben in surprise. _"Well… this is a good sign. She obviously doesn't hate me,"_ he thought bemusedly. He felt exasperation coming from his other side and grinned sheepishly in response.

Gwen relaxed against Ben's side for a moment not wanting to break the tranquil silence just yet. When she was ready she said, "So I got your note… dork." She didn't laugh but couldn't keep the amusement out of her voice.

Ben smiled and chuckled as he relaxed further. This was familiar, this was how they always were and he was comfortable with it. "Hey I thought it was pretty clever."

Gwen rolled her eyes as she opened them and snickered. "Clever and adorkable you mean. Seriously who replaces letters with symbols like that?"

Ben looked at her out of the corner of his eye and retorted, "Aren't you the one who told me that all a letter is, is a symbol that represents a certain sound?"

Gwen opened her mouth to refute him but nothing came out. _"Oh yeah, I did tell him that,"_ she thought as she remembered. She chuckled again as she said, "Touché Ben. Anyway I appreciate the thought. It was sweet," she said glancing sidelong at his face.

Ben smiled. "You're welcome," he said warmly

"Are you and Grandpa done shopping?" she asked after a few more moments of silence.

"I'm done shopping," Ben said with a chuckle. "Grandpa said something about getting some spices to use for when he cooks.

Gwen looked at him incredulously. "And you just let him." Ben stared ahead, his face contorting comically as realization came to him. He then turned a sheepish grin to her annoyed frown. "You get first taste of whatever he comes up with since it will be technically your fault," she said as she laid her head back where it was.

All Ben could do is sigh in resignation. _"How could I forget that? I even said I would watch what he gets in the note."_ He shook his head ruefully as they lapsed into silence once more.

Gwen looked up to the clouds passing by as she gathered her thoughts. She had a lot to say and wanted to say it right. The only problem was everything she came up with didn't sound right. "Ben what you said the other night…" she felt him tense and she looked into his face. "…did you mean it?" _"Wait a minute; that wasn't what I was going to say,"_ she thought in annoyance.

Ben relaxed but only slightly. He was completely caught off guard by her bringing that up so soon. Looking into her beautiful green irises with his own, he said, "Every word."

Deciding to continue in this line of questioning; Gwen shifted her position again so she was able to wrap her arms around his waist and she could lay her head on his shoulder more comfortably. _"Might as well roll with it,"_ she thought. "Why didn't you tell me sooner," she said gently.

Ben tightened his grip around her waist and let out a deep breath. "I was afraid to. At first I was afraid of the fact that I'm in love at all. I've never felt anything…" he halted as he realized what he was about to say. "No… that's not right. I've always felt this way about you Gwen, I just didn't realize what it was until recently. Once I did figure it out though it was just so scary. I was afraid if I said anything to you it would freak you out. I didn't want to scare you away, I would completely lose it if I lost you... again."

The whole time he talked she looked at his face not wanting to miss a single expression. She could tell he was being completely genuine with everything he said. "Ben you could never scare me away. Is that why you said 'even if you hate me afterward'? Did you honestly think I would hate you?" When he nodded she shook her head sadly. "You really are a doofus you know that? I could never hate you. I don't know if I could even dislike you." He had a small, relieved smile on his face after she said that. "Why would you think anyone, especially me, would hate you for making a confession like that?"

Ben raised an eyebrow incredulously as he looked at her. "It's not exactly something we ever really talked about much Gwen. I had no idea how you were going to react. I mean I'm your cousin for Pete's sake. How many people do you know can say their cousin is in love with them? Don't you think that's a little weird?"

Without missing a beat she shook her head and immediately said, "I certainly don't think it's weird. While I don't know anyone living who is in love with their cousin; I do know that it's not as uncommon as you might think." She smirked when he gave her a look of disbelief.

"I'm almost afraid to ask how you know that but I'm more curious as to whom," he said.

Gwen continued to smirk as she listed off the names. "Oh just people like: Charles Darwin, Napoleon Bonaparte, Albert Einstein… Franklin Delano Roosevelt," she said with a knowing look.

Ben was astonished. "Wait… the _**president**_ FDR was in love with his cousin? You're not talking about another one are you?"

Gwen nodded her head. "Yep, that Roosevelt, and he wasn't just in love with her. She was his wife. All those people I mentioned where married to their cousins." Ben's look of astonishment increased and he seemed to be tongue tied. "Ben… I'm flattered and actually honored that you feel that way. You're a wonderful guy. I have friends who would love to be your girlfriend and I've told them anyone would be lucky to have you. Do you think it's weird to be in love with me?"

Ben shook his head with a deep blush on his face then turned away from her. "Of course I don't. You're the only you Gwen and I don't care about anything else. I'm in love with who you are, not what you are," he said remembering what Steve had said when they had their talk.

Gwen smiled brightly though he couldn't see it with his head turned. She closed her eyes and sighed in content enjoying being close to him. She lifted her head to look at his face lovingly. "Then it would be a little hypocritical of me to think it's weird since I feel the same," she said softly.

Ben froze solid at her words with wide eyes. He felt as though his heart had stopped and his brain checked out on vacation. Slowly he turned his head back toward Gwen. She was smiling tenderly and there was nothing but affection in her eyes. "Wh-what?" was all he could manage to ask.

Gwen nodded her head, and gently squeezed his sides. "You heard me Ben. I. Love. You. Too."

Ben could only stare but he did manage to move her, unresistingly, so she was sitting in his lap and facing him. "How, when?" he asked intelligently.

Continuing to gaze into his eyes Gwen brought a hand up to cup his cheek. "I've always loved you doofus. Over the years though, it's grown into exactly what you feel for me. I know how you feel when you said it's scary, because it really is. I was afraid of it too but what I am more afraid of… is losing it."

"That's why my nightmares were so bad when we got back from the other dimension. I was starting to realize I love you too much to let you go. I don't know if I could go on like Gwendolyn did if that happened to me, to us." She paused to wipe a stray tear that leaked from the corner of her eye. "I was shocked when you confessed to me the other night. I could feel how much you love me and it was so intense I was overwhelmed."

Ben cupped her cheek with his hand and rubbed the remaining moisture from her eyes with his thumb. "I'm sorry then. I didn't mean to…"

She cut him off with a sharp shake of her head. "No! Don't ever apologize for loving me Ben. I don't regret you saying anything. I'm happy you told me and I feel the exact same. Do you hear me?" Ben nodded slowly and a smile broke out on his face.

Settling down Gwen continued. "The fact is everything you feel I feel too. That's why I pushed you out of the way of that Florauna on Xenon. That's why I do the things I do too." She smiled wider as she got to the next part. "I figured something out this morning. I thought about what my heart wants and it's this. When we go to prom, I want to wear the most beautiful dress just for you. I literally can't see myself saying my vows to anyone else but you Ben and I really do want to." Her cheeks reddened from the next part but she looked deeper into his eyes. "I also want to see you become the wonderful father I know you will be for our children."

Ben's eyes widened considerably when he heard the word children. _"As in… plural; more than one! She wants to have kids with me?!"_ he thought in shock.

" _ **And to think; you didn't even get past the wedding,"**_ his other side snarked.

Ben looked deep into her eyes and swore he could hear his heartbeat thundering in his head. "Gwen I think I just fell in love with you again," he said moving the hand on her cheek to the back of her head.

Gwen moved her hand to the back of his neck sensing his intent, wanting it to happen as much as he does. "Is that even possible," she whispered, drawing closer to him.

Ben shook his head once before closing his eyes as she did the same. "I don't know but I think it…" he was silenced as their lips made contact. The moment it happened, he swore he saw an explosion of light behind his eyelids. It was a soft, almost tentative kiss at first but the longer it went on the more he wanted to feel.

As the kiss deepened they felt a connection to each other that they hadn't felt before. Their bond had never felt stronger than in that moment and both wanted to strengthen it further. It felt as if they had finally found the missing piece of themselves and neither wanted to let that go. Simultaneously they tightened their hold on one another to try and get closer. Neither knew which one had opened their mouth first but didn't care as they tasted each other for the first time. For Ben the taste was sweeter than anything he had ever experienced. It wasn't his first French kiss but it was definitely the best. For Gwen it was like she tasted all of her favorite smoothies at one time.

Gwen released a kittenish moan as Ben's hands started to roam her back and she grabbed a fist full of his chestnut colored hair so he couldn't pull back. Not that he was going to. The kiss lasted for what seemed like an eternity as neither wanted the moment to end. Their tongues caressed each other in the most intimate dance and their hands explored the other's body in ways neither had dared hope before that moment. When they broke the kiss, both were flushed and panting but neither had opened their eyes and their foreheads were pressed together.

After a minute of catching their breath, both teens opened their eyes. They gazed lovingly at each other with bright, tender smiles. Ben Broke the silence, "I've wanted to do that since the dance."

Gwen smirked but her eyes never lost the emotion held deep within. "Oh really? You've wanted to kiss me like that since the end of spring huh?"

Ben smirked back and circled her waist with his arms once again. "I'd be lying if I said no, but maybe not specifically. I did think it would have been a perfect end to the night if I had kissed you when I dropped you off." Gwen's smile returned to normal and he continued. "So you love me..."

"With all my heart," she replied, her smile softening.

Ben smiled a little brighter and gazed directly into her eyes. "I can't tell you how happy that makes me Gwen. I love you with everything I am and more. I swear I'll never love anyone as much... well except any k-kids we might have." He finally looked away with a huge blush as he said the last part.

Gwen blushed a little too but kept her loving gaze on her cousin. "Ben, I want you to know…" she was interrupted by a loud crash that startled both teens. "What the heck was that?" she said as Ben got off the bench and set her on her feet.

Ben had a scowl on his face looking in the direction the noise was coming from. The sound of screaming people and screeching car tires sounded in the distance. _"Great… just when the day was starting to look up too,"_ he thought in irritation.

A loud roar pierced the air making their eyes bug out and Gwen clenched her fists, giving Ben a worried look. He returned her look and by silent agreement they ran off simultaneously toward the disturbance.

Gwen felt a stab of irritation along with the worry. _"Can this stop happening please? Just once I want to have a pleasant conversation without an interruption,"_ she pleaded to the heavens. As they neared the disturbance they saw more and more people fleeing in terror. Gwen was tempted to stop someone and ask what was happening but thought better of it. An instant later she had to stop suddenly so she didn't slam into the back of Ben who had done the same. "Ben, what the heck?" she asked, walking past and turning to face him.

Ben stood still staring incredulously at something behind her she didn't see. "Is... Is that a giant chicken?" he asked pointing at whatever caught his attention.

Gwen turned around and her expression matched Ben's as she beheld the cause of the disturbance. The thing was about twenty feet tall and looked a lot like a chicken. It was much thinner however and had a long, rigid tail with feathers. The beak was long, broad and full of wicked looking teeth. Gwen couldn't help but think it looked like someone had resurrected an Archaeopteryx.

Ben and Gwen looked at each other then transformed into their alter egos with Ben going Humungousaur. "First one to take that thing down... you know what, screw it. Let's just take it down quick," Ben said forgoing making it a competition. Putting words to action Ben rushed forward to engage the beast terrorizing the town. Gwen followed close on his heals. "Hey ugly; over here," he shouted as he ran up to it, punching it across the beak.

The beast's head rocked to the side with the hit but didn't seem to do much else to it Ben noticed. As a matter of fact it seemed to anger it. The thing hissed menacingly in Ben's direction moving to strike. Its head was engulfed in a cloud of smoke as a mana bolt exploded against the side courtesy of Gwen.

The giant bird roared loudly in rage and turned its attention to Gwen which left it open for Ben to grab it around the neck. Ben tightened his hold of the creature's neck as it spread its wings intending to take flight. "Oh no you don't bird brain!" he exclaimed, punching the thing in the wing joint. The giant bird roared in pain and anger, thrashing about to dislodge its assailant. It managed to dodge another couple mana bolts thrown by Gwen and rammed a building with its back. Unfortunately for Ben he took the brunt of the damage forcing him to release his hold.

It was then both teens heard a sinister laugh coming from a roof nearby. "So how do you like my latest creation children?" The bird had turned its attention to the speaker as well, giving the Tennysons a break.

Rising to his feet and dusting himself off Ben turned toward the voice and growled. On the other side of the giant bird Gwen narrowed her eyes in agitation. "Animo! Why am I not surprised!" she said manifesting a mana bolt in each hand.

Animo raised an eyebrow at seeing her overt display of aggression. "Tut, tut young lady. You wouldn't want to raise my ire now would you? Especially since I know you and that annoying cousin of yours are the ones who destroyed my last creations!" he spat angrily. Gwen and Ben looked at each other in surprise and he continued. "Yes, I know all about you finding my mantidiles. Do you have any idea what it took to create them?! You two destroyed months of research and work! Work that would have finally gotten me the recognition I deserve!"

Ben narrowed his eyes at the mad scientist. "If our intervention stops you from creating your abominations then it's the least we can do."

Animo sneered in Ben's direction. "I'd watch my tongue if I were you _**whelp**_. The only reason I haven't destroyed you is because of that device you wear on your wrist. Why don't you hand it over and I _**may**_ just give you a swift death." He pulled a blaster from behind his back and pointed it at Gwen with madness in his eyes as he saw her attempting to use a spell from his peripheral vision. "You on the other hand are just a nuisance and are of no use to me. I will not grant you the same courtesy!" Finishing his rant he fired on Gwen.

Several things happened at once after the trigger was pulled. Gwen hastily erected a shield that managed to block the energy blast but it still knocked her to her knees. Ben charged at Animo only to be knocked into the wall of another building by the giant bird. Animo himself had to duck blaster fire as Max, hearing the commotion, had finally arrived.

"Hey Gwen; sorry I'm late to the party," he said continuing to fire at the mad doctor. "Where's Ben?"

Gwen had recovered quickly and smirked erecting another shield and returning fire. "He's got his hands full of chicken."

Max spared a look of disbelief for Gwen until he saw the giant bird with Ben holding off its beak from biting him in the head. "Do I even want to know?" he asked.

"You plumbers are such a bother! Let's see how you like my knew friends!" Animo shouted as he gave a signal. All of a sudden Forever Knights poured out of an alley. There were six of them wearing the same outfits as the group from a few days before.

"Gwen you take care of the knights and I'll handle Animo!" Max commanded.

Gwen nodded as they split up to handle their opponents. Ben was attempting to put the giant bird down for good while Max and Gwen handled their respective foes. He had finally stopped the thing from trying to eat him and had managed to damage its other wing. He wanted to help Gwen and Grandpa but the bird was the bigger threat at the moment. _"Don't you dare get hurt Gwen,"_ he thought with concern. His momentary lapse of concentration caused him to get slammed into another building. "Ok that's it you overgrown turkey! Now I'm pissed!"

Ben lunged forward and shoulder rammed the giant bird managing to push it into a building. He began to pummel it with his fists while simultaneously avoiding its clawed feet, which attempted to rip him to shreds.

In the mean time Gwen was doing pretty well against the forever knights. She had started by grabbing one in a rope of mana and swinging him into the others like a wrecking ball. _"Good thing these guys never change tactics,"_ she mused with a grin. Two were knocked unconscious by the maneuver leaving only a few left. The remaining four rushed her with a yell and had to dodge purple spheres of energy thrown by the Anodite teen. One wasn't fast enough and took a bolt to the chest armor, rendering him out. Gwen was starting to smile as the number of her opponents dwindled.

Max was still trying to get a good shot on Animo but the mad scientist was more nimble than expected. "Why don't you just give yourself up Animo? Maybe they won't send you to the null void this time if you come quietly," he said calmly as he continued to fire at their old nemesis.

Animo guffawed loudly. "Fat chance of that Tennyson! I have you outnumbered, outgunned and I have my latest creation to back me up," he retorted returning fire from behind a steel door on the roof he was on.

"Well you can't blame me for trying," Max said nonchalantly. He was shooting from behind a parked car.

"I'll tell you what Tennyson," Animo sneered. "Since I'm feeling generous, I'll let you go if you hand over your grandson and granddaughter." His answer was the wall next to his head peppering him with debris as it exploded from the shots that barely missed (on purpose at that). He sighed from his position on the roof as he had to dive away from the debris. "I take it that's a no then?"

"That's more than a no you old freak," said a feminine voice. Standing a few yards away was Gwen having dispatched the forever knights rather easily, she decided to help grandpa capture Animo.

Said mad doctor was glaring at her in derision "I really need to find better henchmen," he muttered. As he got to his feet he kept glaring at Gwen but kept his blaster at his side. "So _**girl**_ , you think you have me cornered do you?" Gwen stared at him unflinchingly, her hands enveloped with her mana.

As the two stared each other down there was an ear splitting howl that was silenced by a loud crash that shook the building they were standing on. Animo ran to the side of the building, ignoring Gwen for the moment. When he got there his eyes widened in horror. "NO! WHAT HAVE YOU DONE!"

Below, the giant bird lay lifeless on the sidewalk, its head twisted at an angel, blood dripping from its mouth. Off to the side Ben, still in his Vaxasaurian form, was panting on his knees holding his bleeding shoulder with one hand. "It's over Animo... just give up," he said tiredly between breaths.

Animo was in a rage. He glared hatefully at the transformed teen on the ground. "You think you've won?! I'll never give in to the likes of you!" Looking in Gwen's direction he sneered manically while saying, "since you all have taken something from me... I'll take something from you!" Having said so he pointed his blaster over the edge of the roof and blindly pulled the trigger.

Gwen screamed as the plasma bolt left the weapon and raised both hands. She unleashed a solid, continuous beam of mana that struck the mad doctor in the back and sent him away. She could hear Ben screaming in agony as Animo crashed into the side of a building across the street. Running to the edge she vaulted over and landed softly on the ground with the aid of her powers. Sprinting over to Ben she had to fight back tears that wanted to break free.

Ben was convulsing wildly and clutched his chest which burned like he had been doused with lava. The pain was so intense he couldn't see or hear so he didn't notice when Gwen and Grandpa Max arrived at his side.

When Max got there he found Gwen trembling at Ben's side clearly unsure of what to do. He had seen the whole thing happen. Ben had taken the shot from the blaster right to the chest. Luckily the shot had hit the omnitrix; unluckily it seemed to have done something to it. Ben had transformed back to his human form but seemed to be in an immense amount of pain. "Gwen, grab his head and keep it still! We need to calm him down so he doesn't hurt himself!"

Moving quickly to comply, Gwen shook with worry as she placed his head in her lap to keep it still. "What's wrong with him grandpa?"

Grabbing Ben's arms and pinning them to his sides, Max lifted his shirt only to see an angry red spot. "I don't know Gwen. The omnitrix took the blast full on so it didn't touch him much."

Gwen wasn't reassured by that seeing as Ben was still muttering incoherently and staring at nothing. "Ben... can you hear me?" Getting nothing she shared a worried look with grandpa. Her concern turned to panic as Ben convulsed once with a gasp and lay completely still with his eyes closed afterward. "Ben!" she shouted putting her ear near his mouth. She settled down a little as she felt his warm breath on her face. It was slow but even.

Max felt for a pulse and found it strong and steady. Sighing in relief, but still worried, he picked his grandson up and began to carry him back to the rust bucket. Gwen walked right next to them, shooting worried glances, laced with something else that didn't go unnoticed by the aged plumber. "I'm not sure what's wrong with him Gwen but we're going to an old plumber base nearby. If it's still active they'll have a medical facility that can take a look at him," he reassured her.

Gwen nodded but the worry etched on her face was still there. "Will he be ok grandpa? If he isn't..." she trailed off clenching a fist to stem the unpleasant thoughts.

Max saw something flash across her features he wasn't sure about but put it aside for later. "Physically I think he'll be fine Gwendolyn. What concerns me is where the omnitrix went."

Gwen looked in shock at Ben's left wrist, just now noticing the absence of the device that gave Ben his ability to change in to other species. All thoughts about going back and finishing Animo were replaced with worry over what Ben would think when, _"not if. We are not even going there,"_ he woke up.


	12. What Lies Within

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

What Lies Within

Max had been sitting in one of the break rooms, drinking coffee, not far from the infirmary deep inside Cheyenne Mountain for the past half hour. He had been doing that a lot in the past week as everyone waited for Ben to awaken. After Ben lost consciousness he and Gwen had driven non-stop to the facility. It was an old base that shared the mountain with NORAD, and was actually the original headquarters before the organization moved it to Mt. Rushmore. He had driven while Gwen had maintained vigil over her cousin, although he was sure that term wasn't entirely accurate anymore.

He had been having suspicions about the nature of their relationship for weeks. He was now more than certain they had developed romantic feelings for one another. Though again it wasn't so much that the feelings had developed as they had realized the feelings were there. Gwen's reaction to Ben's current state was severe. She hadn't left his side since just after the fight with Animo. Even now she was by his side keeping watch, only leaving to shower or use the bathroom. She even slept next to his hospital bed in a chair. More than that though was the raw emotion he saw in her eyes whenever she looked at him. No... he was quite certain they were more than simply cousins now.

Max sighed deeply as he thought about the situation but there were more concerning matters to deal with. First was Ben's continuing coma. For now he was stable but there was no guarantee he would remain so. Ben being unconscious was troubling but even more concerning was the fact the omnitrix had disappeared completely.

Using the plumber resources available inside the base they had managed to contact Azmuth. He figured if anyone would know what was going on it would be the omnitrix's creator. The Galvan scientist had acknowledged he would come to Earth to see what he could tell them but wouldn't arrive for another day. _"Can nothing ever go right for my grandchildren,"_ he mused silently.

At that moment Gwen came into the break room and sat at the table across from him after retrieving her own cup of coffee. She quietly sipped the hot beverage staring at the table. She had dark circles under here eyes from lack of sleep and it was easy to tell she is physically and emotionally exhausted. After a few moments of silence Gwen leaned back in her chair and sighed, closing her eyes.

"Any change?" Max questioned. He didn't have to say whom he was referring to. Gwen shook her head and Max nodded even though she couldn't see it. "You should try to get more sleep Gwen."

Gwen sighed, "I try grandpa. I just can't though, not until I know Ben is going to be ok."

"I understand but still..." He paused when she sighed again. After a moment he continued. "You won't be doing either of you any good if you make yourself sick," he admonished calmly. When she said nothing he continued. "I know you're worried about Ben and I am too. I also have to worry about you though; you are my only granddaughter you know," he said with a smile.

Gwen smiled slightly, opening her eyes. "I know grandpa. I just want to know he's going to be ok. I also wish I would have done more to Animo," she said with as much venom as she could muster, which wasn't much at the moment. It rankled her so much she had almost transformed in to her Anodite form in anger when she heard Animo had gotten away.

That was something else that told Max Gwen's feelings ran deeper than appearances would suggest. She had blasted Animo with a beam of magic so powerful he would be surprised if the mad scientist escaped with anything less than a few broken bones and severe burns. He held no love for the man but he thought she had gone a little overboard. Not to be mistaken, Max had thoughts about finding Animo and finishing the job himself just after he had shot at Ben but there was a time and place for everything. "I'm sure he will pull through Gwen. Ben's been in tougher situations than this before."

His words didn't comfort her at all. Her thoughts were only for her cousin... no, the man she loves. She needed to get her mind off the subject of Ben's state, if for no other reason than to not think about why he's in that state in the first place. Her other reason was because she didn't want the conversation to travel into territory she wasn't ready to talk to anyone about.

She had noticed the looks grandpa had given her and Ben ever since the incident. They were filled with the concern and care of a grandfather for his injured grandchild but there was a hint of suspicion as well. She and Ben may have admitted their love for one another but she was far from ready to tell anyone else about it. They hadn't even had the chance to talk about the new nature of their relationship.. _"Ok, so maybe Lucy would be safe since she pretty much pushed us together,"_ she thought.

 _ **"You should totally thank her by the way,"**_ opined her other half.

Ignoring that she tried to divert the topic to safer shores. "When is Azmuth going to be here?" she asked.

Max looked at Gwen's unflinching face and knew she was deflecting. _"Fair enough Gwendolyn,"_ he thought. Taking another sip from his now tepid coffee he set it down with a grimace. "I don't know how you kids can stand to drink coffee cold," he said with a chuckle which got Gwen to smile a little. "Azmuth should be here some time tomorrow. I contacted him on Xenon the day after we got here. He said he had to prepare some equipment to examine Ben."

Gwen nodded in understanding releasing a breath through her nose. She sat in contemplation for a moment trying to figure out what might be going on with Ben. _"So much for not thinking about it,"_ she thought exasperatedly. "What do you think happened to the omnitrix grandpa?"

Max sighed again. "I wish I knew. No one outside of Azmuth's lab knows that much about that thing other than it can change the bearer into any sentient race that it has a DNA sample. Look what happened to Albedo. He is able to change into a human because his omnitrix copied Ben's DNA so anything is possible."

Gwen nodded again accepting that was the best they were going to get until the omitrix's true creator arrived. A disturbing thought then came to her, making her knit her brows with concern. "Animo likes to mess with DNA. In fact that's why he is always after Ben, so he can get the omnitrix to harness its power. What if his blaster did something to the omnitrix?"

Max looked at her in confusion. "What do you mean Gwen? Do you think he was able to somehow steal the watch just by hitting it with a plasma blast," he asked skeptically.

Gwen shook her head. "No, I mean what if the blaster was able to disrupt the mechanics of it? Maybe when he hit the omnitrix it somehow messed with it and it somehow became a part of Ben."

Max now was wondering if that might not be the case but wasn't convinced. "I don't know about that. How would it be a part of Ben? If it melted the material Ben would have been severely burned and as far as I know you can't merge something like metal with flesh." When all he got was an incredulous look from Gwen he amended his statement, sheepishly. "Well... not perfectly. In any case what would that mean? Ben wouldn't be able to use the watch anymore." Gwen just sat looking very tired and worn out. "Maybe it was just a defense mechanism. Yeah, I bet that's all it is. The blast made the watch disappear into Ben's body to protect it from damage. Once Azmuth gets here he'll be able to get it back and everything will go back to normal," he tried to sooth.

Gwen pondered that for a moment then laid her head on the table in her arms with a sigh. "I hope you're right grandpa. I hope you're right." She didn't want to contemplate anything worse. Closing her eyes she tried to shut everything out but was only marginally successful.

* * *

Ben found himself floating in an endless void. All around him was blackness darker than anything he's ever seen and that was saying something considering he had been in space. It felt like he was floating in a thick morass of gel or silicon. He could move, at least he thinks he can. He wasn't sure because he couldn't see his limbs to verify they moved. He periodically tried to 'swim' somewhere but it felt like his limbs were stuck in tar.

The last thing he remembered was destroying another one of Animo's abominations then getting shot at by the mad doctor. Being that he was in his Vaxasaurian form he didn't have time to dodge the blast and took the shot full force in the chest. All he knew after that was pain, then nothing. He had no idea where he was or how long he had been there. What he did know at the moment was he wanted to get out of wherever he was... quickly.

He was utterly bored beyond anything he'd ever experienced in his life. _"Hey other me... I could use some company if you're listening."_ he thought. Getting no answer he rolled his eyes. _"Of course. When I need something my other me isn't there. How typical."_ He would have said it out loud but after trying to talk and not hearing anything he gave up. _"How lame am I anyway? I'm seriously trying to have a conversation with myself... in my head."_

"If you're so desperate for company why don't you just ask?" came a familiar voice.

Ben was so stunned he didn't move. He didn't even blink or breathe. The voice was familiar because it was his. He had been listening to it inside his head for weeks. The surprise didn't come from the fact he heard it outside his head though, it came from the fact he heard it at all.

"Come now Ben. Don't be shy," the voice said in amusement.

"Who's the shy one. I can't even see you so why don't you come out. Or make some light why don't you," Ben said crossing his arms in defiance.

His other side sighed and he could just imagine the other him pinching the bridge of his nose. "You could see me if you opened your eyes dumb ass."

"Huh?' Ben said intelligently

"I said open your eyes doofus!" his other side said in exasperation.

Ben slowly complied with the command and was surprised to find light on the other side of his eyelids. At first, he couldn't see much. Everything was blurry but he could at least make out shapes and colors. After a few minutes his eyesight began to clear and he was able to see where he was, even though he still had no idea of the location.

To say his breath had been taken away would be an understatement. He was on a white sandy beach that stretched further than could be seen. The crystal clear waters of the ocean, he assumed it was by the smell of salt in the air, lapped calmly at the warm sand under his feet. Above, the auroras danced like ribbons of pink, purple, green and turquoise across a star laden sky. Further in the sky there was a large nebula that seemed to be casting its multi hued glow upon the landscape brightly enough there was no need for a moon. He had no idea which one it was but it was beautiful none the less. Turning around, Ben saw a line of palm trees that stretched from one end of a small peninsula in to the distance beyond his vision.

As he turned back to gaze across the water again he froze. Staring right back at him was a face that was his but not at the same time. The facial features were the same but the eyes were red. The hair was pure white as well.

Red eyes stared intently at green for a few seconds before the mouth curved into a smirk and he said, "Boo!"

"AHHH!" Ben squealed as he fell away, landing on his ass in the the sand. The other him was clutching his stomach, laughing uproariously with tears streaming from his eyes. "Oh ha ha, real funny! Are you trying to give me a heart attack?!"

"Oh relax," the other him said wiping a tear from his eye as the laughter died. "You seriously need to lighten up. It's not like you can die here or anything. Well not really."

"Yeah well I don't appreciate being spooked like that," Ben said dusting sand from his rear as he stood back up. "Why the hell do you look like Albedo anyway?"

The other him shrugged with a smile and said, "I'm a reflection of you. I can actually look like whatever I want, or more specifically what you want. I just thought it would be funny to look like this is all," he finished with an annoying smirk.

Ben scowled and crossed his arms. "Well could you change into something that doesn't look like someone who tried to kill me?"

"Hmm I supposed I could," the Albedo lookalike mused, one hand on his chin. "What to use though. Oh... I know!" he said raising a finger. His form shifted and he turned into an Ectonurite, exactly like Zs'Kayr. "No? How about this then," he said when Ben glared at him further. His form blurred again and he transformed into a Tetramand. Ben rolled his eyes and huffed. "Picky, picky. Alright one more time now."

The Tetramand in front of him blurred once more and Ben stood in confusion. When the transformation was complete, before him was a being he had seen only a handful of times. It was mostly purple and seemed to be made of a thick smoke. It had no mouth he could see and what passed for hair, which was gold in color and cropped short, flowed like seaweed swaying in the current. White eyes starecd back at him. "An Anodite? Why'd you pick that form?"

His other self shrugged. "Why not?" it asked in a distorted voice. "This is part of your heritage after all. I thought you might be more comfortable like this."

Ben sighed and dropped his arms to his sides. "Fair enough I guess. So what is this place? Where are we?"

The Anodite looked around the landscape while answering. "I'm not really sure where this place is but this is your mindscape." Getting a confused look at his explanation he continued. "We're in your mind Ben." Ben nodded in understanding then looked at the other him strangely. Understanding what the look was about the Anodite sighed. "I know what you're thinking. For now I'll call you Ben and you can call me A-Ben, cool?"

Ben's eyebrow rose in skepticism, "A-Ben? What's that supposed to mean?"

A-Ben seemed to smirk back, eyes showing in mischief. "It's short for Alpha Ben of course."

Ben rolled his eyes and crossed is arms. "Whatever. So if we're in my mind, why does it look like this and how are we even here?"

A-Ben shrugged again. " I have no idea why it looks like this. This is what our mind came up with. I know it's not a place we've ever been to so maybe it's like our ideal place to relax or something. As for how... you're in a coma. Or we're in a coma actually."

Ben's jaw dropped in shock. "What? I don't get it. I can feel everything. The sand is warm, I can smell the salt on the breeze and everything else."

"I don't really have a good answer for you there. All I can say is this place, these sensations, aren't real. Your mind is telling you they are. Kind of like a dream," A-Ben told him.

Ben sat in the sand and A-Ben followed suit. Leaning back Ben sighed. "Just great. I don't suppose you know how long we've been like this do you?" A-Ben shook his head. " Oh well it was worth a shot. I hope Gwen and grandpa aren't too worried."

If A-Ben could smirk he would have. "Speaking of our girlfriend... nice job out there."

Ben smiled at that. "Yeah.. She loves me, is in love with me. Which means she's probably worried sick," Ben said with a frown.

A-Ben sighed. "She may have reason to be. You notice something missing?" Receiving a look of confusion he gestured to Ben's left wrist.

Ben gasped in shock. "What the heck?! Where is the omnitirx?!"

A-Ben sighed again. "I don't know. It took the brunt of that plasma blast from Dr dickhead. With the crazy shit Animo can do who knows what that did to the omnitrix. One thing I do know is that we've changed. I don't know how we've changed, but I can feel it."

"Oh that's just terrific. As if I wasn't enough of a freak before," Ben lamented which earned him a scowl. He paused with a horrified look on his face. "Oh no... Gwen! She's going to hate me now! She'll leave me! No no no and just when things were going..."

Ben's rant was silenced by a bolt of golden energy that exploded in his face, knocking him flat on his back. When his vision cleared he saw A-Ben standing over him with arms crossed and brows knitted in a scowl. "That's quite enough! She loves you, you idiot! You know DAMN well Gwen isn't going to leave you! She's stuck by you through enough shit that this is just one more speed bump in the road. She's not so shallow as to let a little something like a change taint her feelings for you. Even if you're stuck in the form of Stinkfly, she'll be there for you just like she ALWAYS HAS been."

Ben calmed down and sat back up with a sigh when he realized A-Ben was correct. "You're right. I'm being an idiot. One of the reasons I fell for her is because she's selflessly there for me. I'm giving her the biggest kiss I ever have when I wake up."

"Provided grandpa isn't around or you're a Polymorph," A-Ben said with an eyebrow raised.

Ben raised both eyebrows in response. "Do you really think we're stuck as one of the aliens?"

A-Ben sighed yet again. "I wish I knew. It's possible I guess and it would suck big time; especially if we're stuck as something like Goop. I guess you'll find out when you wake up," he finished.

Deciding his other self was right and there was nothing he could do until he woke up, Ben sat quietly until something occurred to him. "How did you do that energy bolt thing? I know it's not something I can do since I can't turn Anodite," Ben said in curiosity.

A-Ben's eyes narrowed knowingly. "How do you know you can't do it? You've never tried."

"Uh, news flash. Grandma Verdona tested me and I don't have 'the spark' or whatever she called it," Ben said a bit of irritation in his voice.

A-Ben just chuckled. "Benjamin, Benjamin, Benjamin... we were sixteen when she tested us and our beloved. Just because you didn't have the spark then, doesn't mean you can't do it now," he said with a wink.

Ben contemplated that and had to concede the point. "I guess you're right. Do you think it might be possible I can go Anodite or do the things Gwen does?"

A-Ben chuckled again. "I don't know but that would be cool wouldn't it. Like I said, we'll have to see what happens when you wake up. As for how I can do it... I'm not _**just**_ a reflection of you. I'm actually a part of you. Call me your other half, heart, or the Id because you're definitely our Superego." Ben scowled but said nothing. "Hey, it's more accurate than you think. I really am the part of you that represents your instinct. That's why I can do this," he said producing a fist sized ball of golden energy on an outstretched palm. "It's also why I can change into your alien forms. Anything you can do I can do, it just comes naturally whereas you have to learn."

"Ok fine, so you're my instinct that's no reason to call me names," Ben said indignantly.

A-Ben sighed and dropped his arms to his sides. "At least one of us payed attention in psychology," he muttered quietly. "Forget about he Superego thing. Look... I don't know what is going to happen or whatever when we wake up so it'll be just as much of a surprise to me; and no, I don't know how we seem to be two separate minds and have been for the past few months." he said when it looked like Ben was about to say something.

"Could you not do that," Ben asked awkwardly. "Answering my questions before I even ask them is a little high on the creepy meter."

A-Ben chuckled again shaking his head. "Sorry sport. I can't help it if you're an open book to me, considering we're one in the same."

Ben sighed in resignation, rolling his eyes. "Fiiiine. Hey, we're not going to start calling Gwen 'beloved' and cheesy stuff like that are we? Because I think she would kick our ass for that," he said with one eyebrow raised.

A-Ben crossed his arms and turned his head away in a pout. "Not if you don't want to, much to my consternation. Maybe if you ask nicely Gwen will let you call her beloved in bed after sex," he mused with a hand on his chin.

"DUDE!" Ben shouted as he stood up, a blush on his face immediately going thermonuclear.

"What? You think she would prefer it during sex?" A-Ben asked in genuine wonder. Ben covered his face and 'meep'd'. "Oh come on. Don't _**even**_ try and say you haven't thought about it. I know I enjoyed the dreams after her impromptu strip tease in the Grand Canyon. Not to mention all the eye candy from her bikini. Hmm those curves..."

Ben dropped his hands but the blush was even more prevalent than before. "Of course I've thought about it! I'm a red blooded, heterosexual, teenage male and Gwen is... well Gwen! I just don't need to sport wood when I wake up! Perv..."

"Fine, have it your way," A-Ben relented. "And who's the perv here? I'm not the one who stared at her naked when you accidentally walked in on her. Got a pretty good eye full too."

Now Ben crossed his arms, staring back incredulously. "Aren't you the one who told me 'I'm a part of you'? So yeah you did get just as much of an eye full of her as I did."

A-Ben raised a finger in protest and opened his mouth to retort when he realized he had nothing. "Touche," he said dropping his hand. A moment later he began to notice the light getting brighter like the sun was rising. He also noticed his form was fading. "It looks like our time is up for now. You're waking up," he said looking out to sea. "Remember not to panic when you do. I'll always be with you too so don't fear to rely on me. Fear leads to the dark side," he said in his best Yoda voice.

Ben crossed his arms with a deadpan expression as he too began to fade from his mindscape. "Leave the Star Wars references to Lucy. She's much better at them." With that everything went black again.

* * *

As Ben slowly regained consciousness his senses started to come back online. The first thing he noticed was the feel of a firm mattress beneath him. He could hear a soft, steady beeping and light snores coming from somewhere nearby. He felt a sense of deja vu when he opened his eyes. He was surprised to find he wasn't blinded by light as he expected to be, as it was soft though artificial. After a few minutes his eyesight came back and he saw a drop ceiling that one would find in any hospital in the world.

Sitting up turned out to be a mistake as he felt a wave of dizziness wash over him. He fought the urge to lay back down though and looked around the room a little. He was indeed in a hospital of some sort. The beeping he heard came from the EKG machine next to his bed. He also saw an IV stand with a liquid flowing through a tube to his arm. _"Yep, normal hospital stuff,"_ he thought. Looking to the other side he saw who he was hoping to see, if not how he was hoping to see her. Slumped in a chair next to his bed was Gwen.

She was fast asleep and he could tell she needed it. He could see bags under her eyes and her hair was frayed at the ends. Even in that disheveled state she was the most beautiful thing he had seen since the encounter with Animo.

"Ah good, you've awakened." Turning toward the voice with a start he saw a tall lean man in a lab coat carrying a notepad and pen. He had dark, black hair that reached the nape of his neck and thin wire glasses framed his narrow eyes. He seemed to have a perpetual frown on his face, his expression severe. "My name is Dr. Ishida. I'm your attending physician. You've been unconscious for a week," the man said as he came in. Pulling a stethoscope from around his neck, Dr. Ishida began to check Ben's vitals.

After a few moments he wrote on the notepad. "Your family has been very concerned about your well being. You're wife has not left your side since you were brought in," he said indicating Gwen when Ben glanced in her direction.

His statement made Ben blush and stutter out, "Sh-she's not my wife." Looking away he said, "at least not yet," under his breath, blush deepening.

Dr. Ishida's expression changed little except for an eyebrow raising above his glasses. "My apologies then. I assumed she was with how concerned she clearly has been, though you seem to be a little young to be married. Is she your girlfriend?"

Ben nodded slightly and answered. "Y-yeah. She is," he said shyly.

Dr. Ishida merely lowered his eyebrow and muttered, "I see;" his ever present frown not even twitching.

After a moment of watching Dr. Ishida write on his notepad and check readings on the various machines around the room Ben wanted to know what was happening since he had been brought in. "Dr. can you tell me what happened to me? Or Where we are for that matter?"

Dr. Ishida nodded, not turning from his observations. "You are in the hospital wing inside Cheyenne Mountain. Your Grandfather brought you here after you lost consciousness and you've been here ever since. We ran extensive tests on you but couldn't discern the cause of your coma. Other than that unfortunate business you seem to be in perfect health."

Finally done with his observations, the doctor turned toward Ben to address him directly. "I'm sure you are wondering what happened to the omnitrix, correct." Ben nodded and gave him a surprised look. "Don't look so shocked Mr. Tennyson. We know a lot about you and the plumbers. The plumbers share this base with the Air Force and NORAD." Understanding dawned on Ben's face prompting the doctor to continue. "Unfortunately we don't know what happened to your omnitrix any more than you do. We can find no trace of it either on or within you," he said pushing his glasses further up his nose with a hand.

Ben sighed in resignation and lay back down on the uncomfortable bed. "I suppose it was too much to hope for. Do you think I'll ever be able to use the omnitrix again?"

Dr Ishida's frown deepened but it was barely noticeable. "I'm afraid I can't answer that either as I'm only a medical doctor, not a scientist. However, I do know that the omnirix's creator has been contacted and will be here within the day. Now I must see to my other patients," he said leaving abruptly.

"Well he was pleasant," Ben grumbled after the serious man had left the room.

"You should have seen when we brought you in. He was ten times worse," whispered a sleepy voice from right beside his ear.

Ben smirked and closed his eyes in content as he felt Gwen put her arms around his shoulders. "was it really that bad?"

Gwen smiled back in content. "Nah, not really," she said easily. After a moment she lifted her head, the motion causing Ben to open his eyes. Frowning slightly in mock agitation she stared into his sparkling green eyes. "You had us pretty worried doofus. I almost thought you wouldn't wake up until I was like fifty or something." Leaning in she lightly pecked him on the lips. "Don't do that again," she whispered from only a few centimeters away.

Ben smiled in return. "Sorry to worry you like that. I'll be more careful in the future I promise. After all..." Trailing the back of his hand down her cheek, which she nuzzled, he leaned up and kissed her long and tenderly. "It's not just me I have to worry about is it dweeb," he finished when he broke the kiss.

Gwen smiled, releasing her hold on Ben and he sat up. "Don't you forget it either." Taking Ben's hand in hers they lapsed into a comfortable silence as they gazed into one another's eyes. After a moment her smile dropped slightly. "Ben... what are we?"

"What do you mean? I thought we were in love," he said in a light hearted tone.

Gwen blushed, looking at their interlinked hands. "Well, yeah... but I meant what _**are**_ we? Are we cousins, friends, boyfriend and girlfriend... lovers?"

Ben sighed, enclosing her hand in both of his. "I guess we didn't get to talk about that huh." He patted the bed next to him, prompting Gwen to join him in sitting on it. She did so, never letting go of his hand. "I've been thinking a lot about that actually. I think we can safely say we're all of them at once don't you?"

Gwen smiled, a little reassured and blushed. "Well... all but the lovers part. N-not... yet anyway."

Ben blushed and smiled back. "Ye-yeah. Anyway you're my cousin of course but you're also my best friend." She nodded and he continued. "Now that we know how we feel about each other I think we can say we're boyfriend and girlfriend. Why do we have to put a label on it though. We love each other, that's all that matters to me. If anyone asks or when I introduce you to someone..." lifting her hand to his lips he kissed it. "...I'll say, 'this is Gwen. My beautiful girlfriend who I love with all my heart.' No one needs to know anything else do they?"

Gwen felt his words melt her heart. She stared at Ben with love filling her whole being, knowing that what he said was true. Leaning over she gave him a deep, passion filled kiss that left them both breathless. "Ok... so we're... boyfriend and girlfriend," she said between breaths. A moment later she continued. "We need to be careful though. I think grandpa is getting suspicious of us, and Dr. Ishida thought you were my husband," she said, another blush adorning her face.

Ben blushed again too. "You heard that huh?" he asked sheepishly.

Gwen looked at him in confusion. "Of course I did. He said it to me. I-I was too surprised to correct him," she said with a quiet chuckle.

Ben chuckled with her. "Oh heh. I guess we might want to be careful." After a pause he grasped her hands with both of his again. "I guess that means you want to keep it a secret," he said looking down.

Gwen nodded hesitantly. "At first I do. I don't think we should advertise we are in a relationship. It wouldn't be received well by most people and I have no idea how our parents will react. Maybe after we're eighteen and in college we can tell more people?" she asked with trepidation. He hadn't looked up and she was starting to worry that she had hurt him.

A moment of silence passed and Ben looked up with a thoughtful look on his face. "Hmm, that might work actually," he said. "Though I know two people who we _**can**_ tell and one of them will strangle us if we don't," he said with a chuckle.

Gwen let out the breath she didn't realize she was holding in a rush but she smiled. "I assume you're talking about Lucy."

Ben laughed hard. "Yep. It doesn't surprise me at all that you guessed that."

Gwen smiled and leaned her head on Ben's shoulder. "I guess we should let grandpa..."

The door opening and her jumping nervously from the bed interrupted what she was going to say. When the cousins looked up they saw grandpa Max standing there a slight smile on his face. "Hello Ben. I'm glad to see you awake and well."

Ben waved with a smile on his face as well. "Hey grandpa. I'm glad to be awake... finally," he said with a chuckle.

Max chuckled as well. "Well now that you're awake I guess you are wondering what's going on."

Shaking his head Ben said, "Nah, doctor Ishida told me what's going on."

Max took that with a nod. "Ah good. Well then... I guess we'll get right to it then."

Ben looked at his grandfather with confusion. "Get to what grandpa?"

"Azmuth is here," Max said seriously.

Moving aside, Myaxx entered the room with the diminutive Galvan on her shoulder. Looking at the teenage hero the scientist said, "Hello Tennyson. Let's figure out what happened to the device shall we?"


	13. Getting to Know Me

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

Getting to Know Me

Azmuth's arrival had been interesting. On the one hand Ben was relieved to see the diminutive Galvan as he wanted to know what happened to the omnitrix. On the other he was starting to get irritated. He had been through every form of testing know to man and a fair number he was certain no man had ever been through, or should go through if he wanted to be honest with himself.

After going through what seemed like the hundredth test in two days, he was ready to tell Azmuth to forget it. His only consolation was getting to watch Gwen blush redder than a ripe tomato and try to hide it during the ones where he had been wearing nothing but a hospital gown, like the one he had just finished. After dressing in his regular clothes he left the locker room only to find his cousin/girlfriend waiting for him outside. Giving her a warm smile he discreetly checked the halls for onlookers. Seeing no one he pulled Gwen toward him and kissed her deeply.

Gwen squeaked in surprise as Ben's lips crashed into hers, eyes wide in shock. The kiss lasted only a couple of seconds but still sent electricity shooting to her toes. Releasing her he took a step back continuing to grin. Getting over her shock, she quickly looked down both sides of the hall they were in sporting a bright blush. "Not that I'm complaining, but I thought we said we were going to be careful doofus," she whispered embarrassed.

Ben smirked with his hands clasped behind his back. "Sorry my dweeb..." he said even though he was anything but. "...I needed that like you wouldn't believe after all that stuff."

Getting over her embarrassment, Gwen couldn't resist teasing him a little. "Aww but you looked so cute in that hospital gown," she said with a smirk of her own.

Ben continued to smirk as his girlfriend. _"That's going to take some getting use to,"_ he thought. "I bet I did. Don't think I didn't see you watching me." Leaning a little closer he whispered directly into her ear, "see anything you like?"

Gwen smirked even though she blushed like mad. Stepping even closer she placed a hand on his stomach while placing her mouth next to his ear. "You have no idea..." she began while moving her hand lower. When her hand reached his crotch she pressed hard feeling his manhood, and consequently the rest of him, stiffen. "...big guy," she finished nibbling lightly on his earlobe. Releasing him, she turned and walked away with a saunter. She dared not look back lest he see the massive blush on her face. _"I cannot believe I just did that,"_ she thought in mortification.

 _ **"Yet you enjoyed it, did you not?"**_ her other self asked smugly.

Ben stood where Gwen had left him with glassy eyes and mouth agape. _"Where the hell did that come from,"_ he thought still trying to process the event.

 _ **"I don't know; but I think she either just took your game to a whole new level or she changed it entirely."**_ opined A-Ben in an equally shocked manner.

Ben shook himself out of his stupor and moved to follow Gwen down the hall. "Challenge accepted my sweet dweeb," he whispered fondly.

When he caught up to Gwen she was sitting at a large table in a conference room. She gave him a sly wink as he sat to her right. He only smirked back, noticing the rosy hue of her cheeks. Seated across the table from them were Myaxx and their grandfather. There were a couple of other doctors and scientists seated in other chairs but at the head of the table stood Azmuh. Well on the table to be more specific.

He was currently in conversation with another human wearing a long white lab coat. Ben leaned over and spoke quietly to Gwen, "Any idea what they're talking about?"

Shaking her head, Gwen kept her eyes on the tiny alien scientist. "Not a clue. I just hope they tell us something soon. I want to get out of here sometime this century."

Ben snickered at her joke though he couldn't agree more. After what seemed like hours, but in reality was only a few minutes, the two scientists turned to the assembled group.

Azmuth cleared his throat to gather everyone's attention. "You are all no doubt wondering what the results of the very extensive tests we ran on young Mr. Tennyson are," he began. Everyone nodded and he ignored the derisive snort and muttered comment from Ben as he continued. "I will first apologize to you Ben. I know a lot of those tests were invasive and seemed unnecessary, but I assure you they served a purpose."

Ben waved dismissively as he sat up straighter. "I've been through worse. I just want to know what happened. All I remember is being hit with a blast from one of Animo's weird guns and all of a sudden... no more omnitrix," he said, hands spread to his sides.

Azmuth nodded in understanding. "I understand your confusion and your frustration Mr. Tennyson. We have run every test we could just to be certain you are in good health and to find out what happened to the device. I can report that you are in optimal health and in fact you may be in better health than most humans your age." Sighing the Galvan continued. "Unfortunately we were unable to discern the whereabouts of the omnitrix."

A collective groan came from the Tennyson cousins and Max sighed heavily. "You mean to say after all that you still don't know what happened to the watch?" Ben said incredulously.

"I wouldn't exactly say that Mr. Tennyson," Azmuth replied. "I can tell you we found no trace of the omnitrix either in or on your body. Some of the tests we ran however, did find some anomalies."

Ben raised his hands in confusion. "Whoa, whoa, time out. You said I was in perfect health. Better than perfect for a human in fact, so what do you mean 'anomalies'?" Gwen nodded in agreement beside him.

Azmuth sighed. "Actually I said you were in optimal health, not perfect." Ignoring Ben's deadpan stare he continued. "The anomalies I'm speaking of are actually from a DNA analysis we did."

Receiving only confused looks Azmuth pushed a button on the data pad he wore on his arm. A holographic projector in the middle of the table came to life to aid the explanation. Displayed was a model of a strand of DNA in full three dimensional view. It looked like any normal DNA model one would see in a classroom or laboratory, except for the fact it was magnified so you could see the individual molecules. The different compounds were colored individually and each enzyme was identified by tag explaining what it was.

"What you see here is a representation of the DNA from a sample I took from you the last time you were on Xenon." Seeing he had everyone's attention he pushed another button which brought up another and similar DNA model right next to the first. "This DNA strand is one you would find in any human in the universe," he said glancing at Max. "Notice the difference?"

All in the room could see that the two were different from each other and Gwen said so. "Well of course we can see the difference. It's no surprise Ben's DNA would be different from a human's. Mine would be too. We've known for a while that Ben and I are part Anodite."

Azmuth nodded. "Precisely young lady and you are correct. Your DNA is identical in basic structure to the first sample I displayed. I took that into account when I was running the tests. I asked you for a sample of your blood so I could use it as a basis for comparison to what I already had on file." Gwen rubbed her arm where they took the sample in understanding as he explained. "I was merely showing the basic difference to explain my findings."

Max looked on with interest but he was beginning to grow impatient with the delay. "That's all very fascinating but what does that have to do with Ben and the omnitrix?"

Azmuth glared slightly at the old plumber. "It has everything to do with it as I'm about to show you," he said as he pushed another button on the data pad.

Next to the other two, another DNA model appeared that was unlike anything anyone had ever seen. It had way more molecules than the others and looked like a twisted wire. Ben and Gwen were stupefied, Ben more so than his girlfriend. "Just what the heck is that," he asked in wonder.

Azmuth turned toward the young man to address him directly. "That Mr. Tennyson is a representation of the sample we took two days ago. As you can well see, it is vastly different than any strand of DNA. Not even I have seen its like. There are many more enzymes in your genetic code now and they are more densely bonded. One of the anomalies we found is that there doesn't seem to be a lot of repetition. It's almost as if your DNA is now amorphous."

"What the hell is that supposed to mean," Ben almost yelled in frustration.

Gwen answered for Azmuth. "It means transforming Ben," she said calmly while placing a hand on his clenched fist. "But that's not possible is it? If his DNA was amorphous wouldn't he be nothing more than a puddle of sludge? The structure wouldn't be stable enough to sustain a solid mass would it?"

The Galvan shook his head in rebuttal. "Not necessarily. The DNA of Lenopans and Polymorphs, for example, are semi amorphous. What that means is their structure is fluid. They are able to break down and restructure their molecules as they desire, allowing them to take other forms. That's actually where I got the idea for the omnitrix. Unlike Lenopans though, how the device worked was it replaced the DNA of the bearer with the DNA of the aliens stored within but not completely. That's why when you changed into one of the aliens you were able to use their abilities yet remain yourself instead of turning into a clone of the original. That, in turn, is why there was a time limit as leaving ones original DNA scrambled for too long would have been too damaging. Your DNA would eventually become unstable and you would simply die."

Everyone let that process for a moment. Ben was shocked to say the least and sighed heavily. "Ok... what does that mean for me now and can you please tell me what you think happened to me?" he asked after a few moments, rubbing the bridge of his nose.

Azmuth nodded once and let out a sigh of his own. "I'm not one hundred percent certain but I do have a hypothesis." Receiving an irritated gesture to continue from Ben he did so. "Through spectral analysis of your DNA I was able to determine its makeup. While your base DNA is still approximately fifty-two percent Human/Anodite, the rest is a mix of all the other races stored in the omnitrix. What I hypothesize is that Animo's ray destroyed the omnitrix and somehow disrupted the device in such a manner that all the fail safes were bypassed and released _all_ the stored DNA. I also believe the mutagenic properties his weapons tend to have caused all the genetic code to merge with your own DNA, using your Human/Anodite DNA as the base."

You could hear a pin drop it was so quiet in the room at the moment. Max had silently watched Ben while listening to Azmuth's explanation. He's sure the information would be tough to swallow for the young man and was ready to offer his support.

Gwen was torn. On one hand she was shocked beyond anything she could have imagined. Ben's genetic makeup was now a mix of so many different things no one could tell what was what. She idly thought what that would mean for their children but stamped that thought down for the moment. _"One thing at a time Gwendolyn. That's still a long way down the road... hopefully. Probably?"_ she silently debated with herself. The other part of her was very worried about Ben. She really hoped he wouldn't do anything rash.

Ben just sat still staring at his hands. All he could think was, _"what do you know. I really am a freak now."_ After a few moments of tense silence, he spoke. "Is that all then Azmuth?" he asked without looking up. Outwardly he was calm as his voice indicated. Inside his emotions swirled like a maelstrom.

Azmuth sighed knowing he had no other news to give the teen. Nothing concrete at any rate. "I'm sorry Ben. That's all I can tell you without knowing more. All we can do is see what happens."

Ben nodded once saying, "thank you." Without another word he rose from his seat and turned toward the door muttering, "excuse me." He heard Gwen get up and move to follow. She even called out to him but he didn't acknowledge her. All he could think about was getting out of there as fast as he could. In a flash he was outside the mountain breathing hard with his hand on the side of the entrance.

* * *

Back in the conference room everyone stared in shock at the door, which was still in the process of closing after Ben had ran off. Even Azmuth had a look of shock on his diminutive face but it was overridden by a look of pure joy. The Galvan scientist was beside himself and muttering excitedly to the exclusion of all else.

He was broken from his fervor by Gwen's near shout. "What the hell just happened?!" she asked loudly, spinning to face Azmuth.

The tiny alien looked at Gwen gleefully wringing his hands. "Something quite extraordinary Gwendolyn. I quite suspected his might happen as a matter of fact."

Gwen crossed her arms incredulously and the rest of the room seemed to be in agreement. "Oh so you knew he was going to suddenly transform into a Kinecleran and speed out of the room like that?" she scoffed.

Azmuth waved a hand dismissively, "Not precisely and his reaction is not all that surprising. I did suspect he would be able to transform however."

Max, remaining seated, had his arms crossed and stared at Azmuth severely. "I think you better explain and rapidly if you don't want an irate Anodite on your hands," he said tilting his head in Gwen's direction. The young lady looked ready to chew steel and was glaring so hard at Azmuth he would be a pile of ash had she been pyrokinetic. "I for one would also like to know why you kept this information from us, especially Ben." Gwen nodded in agreement to her grandfather's statement.

For his part Azmuth looked a little nervous. "Eh, yes. You're quite right." Clearing his throat he continued. "As I said, I suspected young Mr. Tennyson could still transform. The reason I didn't mention it before hand is it was merely a theory and not a solid one at that. The possibility of him retaining the ability to transform without the omnitrix was a mere .003141592 percent. The fact that he can not only transform but also utilize the abilities like before is not only highly unprecedented, it's inconceivable."

Everyone took in the information they were getting and doubtlessly had questions. Gwen voiced hers. "So if he no longer has the omnitrix, how is he able to transform? How will it affect him?"

"That, unfortunately, is not something I can easily answer. For the first question, it may have to do with how the device was destroyed. In addition to integrating the stored DNA with Ben's own, it must have given him the ability to change it at will with the available genetic information. Much like how Lenopans are able to do so. This is all merely speculation as there is no test which can confirm it." Azmuth paused to give everyone time to process the new information.

Gwen nodded in understanding after a few minutes to let him continue. "As for how it will affect him, Ben should be able to transform at will now with no ill effects at all. One of the reasons I put a time limit on the device was for safety. Since the DNA that was stored in the device is now his, there is no cause for concern that it will damage him if he remains in one of the forms for greater periods of time."

Gwen sighed and closed her eyes, highly relieved. A minute later she opened her eyes, nodded and took a seat once more. "I guess that just leaves the how does he choose which alien to transform into question."

Azmuth shrugged his tiny shoulders. "That is yet to be determined. From what it seems it is based partially on need. His transformation just now was, perhaps, based on his desire to exit as quickly as possible for instance. This will require further study," he finished, hand on chin in a contemplative manner.

Gwen sat processing all that had been said. Seeing an opportunity, Max decided to voice his own concerns. Leaning forward with his hands folded and eyes narrowed. "Azmuth, are you one hundred percent certain no harm will come to my grandson?"

Azmuth turned to face the aged plumber. "As certain as I can be in this situation. You must realize nothing of this magnitude has ever happened before. Young Ben has essentially become a living omnitrix."

Max raised an eyebrow, "by living omnitrix, do you mean he has all the abilities that the watch did? Obviously he can transform and use the abilities of the different races but can he gain more?" Gwen looked up in mild alarm, having not thought about that.

Thinking for a moment Azmuth hmm'ed in contemplation. "I think not. I can't be completely certain of course, however that was just a function of the circuitry. The device had the ability to copy and store the DNA of any sample it came into contact with. From what I can discern the only thing that happened was the stored DNA integrated completely with Ben's own. The omnitrix he had did have a sample of Polymorph DNA, which would give him the ability to change his form as they can. Unless the omnitrix somehow obtained a sample of Osmosian DNA I highly doubt he would be able to obtain more forms. Even then I highly doubt it."

Max and Gwen's eyes widened in alarm, both having the same thought. Max tilted his head in the direction of the door when he saw the pleading look on Gwen's face. "Go, I'll take it from here," he said in dismissal. Gwen abruptly rose from her seat, rushing out the door.

None of this went unnoticed by Azmuth. "Is there something I should know about Max?" he inquired with a raised brow.

Max sighed deeply while pinching the bridge of his nose. "Do you remember a young man by the name of Kevin Levin?"

* * *

Gwen hurried through the halls of the hollowed out mountain hoping to find her wayward doofus. A couple of the personnel in the facility had been able to point her in the direction he had gone thankfully, so she found herself heading outside. From the time she had left her seat to now she had been going through what Azmuth said. _"I hope we haven't been around Kevin enough for it to have affected the omnitrix,"_ she thought worriedly.

 _ **"No shit. Not to mention all the other stuff he has to deal with now. What must our poor sweetheart be thinking?"**_ her other self added, not so helpfully.

Gwen sighed mentally, _"If I know our doofus he's probably thinking something along the lines of how worthless he is or something else equally dumb."_

Her other self sighed in return. _**"Yeah that's probably true. Man what a load to deal with. Now he can turn into all those aliens at will. That's actually kind of cool if you think about it."**_ Outwardly Gwen nodded in agreement. _**"I wonder what our kids will be like now. Do you think they'll be able to transform like Ben?"**_

Gwen almost tripped over her own feet she was so surprised by the thought. _"Wow, this is so not the time to think about that."_ she admonished.

 _ **"Hey I'm just saying, it's a valid thought and something you and he should talk about at some point. Having children I mean not the other thing. Besides you thought it first while we were in the conference room!"**_ Her other side retorted.

Gwen stepped outside the massive door to the entrance and looked around for Ben. Seeing no sign of him she began walking in the direction he most likely would have gone. _"I, for one, would actually like to have at least one date before we start seriously talking about having kids."_ she thought sarcastically.

 _ **"Fiiiine, be that way. Just don't put it off for too long,"**_ her other side huffed.

Gwen shook her head ruefully. Right now she had more important things to worry about, like finding Ben. Thankfully it wouldn't be too much trouble considering she found a line of freshly downed trees. Massive pines and firs had either been completely uprooted or snapped at the base. That kind of damage could only have been done by something massively strong. Following the path of destruction into the forest surrounding the mountain, she found Ben sitting on the ground in front of a fallen pine. He had his knees drawn to his chest and was resting his head on them. He was just staring vacantly into the distance.

 _"What are you thinking Ben?"_ she wondered silently. Walking over she sat down, leaning against him with her head on his shoulder. He didn't react but she didn't expect him to at first. For a few moments she sat silently staring in the same direction as Ben. Releasing a content sigh she glanced a the side of his face. "So I guess you found out the little surprise." Ben only grunted in response and kept staring into the distance. "You want to talk about it?" she finally asked continuing to look at his expressionless face.

After a few moments Ben sighed in resignation but he kept staring at nothing. "You know... I'm not sure how to feel right now." From the corner of his eye he saw Gwen nod in understanding. "At first I was shocked. Then the more I thought about it I just got upset. It was weird though..." he continued with a slight chuckle. "...I had no idea how I got outside so fast but I didn't care, I just had to get out of there. When I got outside I just felt so angry I wanted to hit something, so I went over to the edge of the forest. Before I knew it I had knocked down a bunch of trees and I was staring at my hands, but they weren't mine." Finally he glanced at Gwen with a somber look in his eyes. "They were Rath's"

Gwen saw the look and felt a pang in her heart. "I can't imagine what you're going through Ben, but based on what Azmuth said, they are your hands now."

Ben chuckled humorlessly. "I wish I had your confidence. As soon as I noticed I panicked and I turned back to normal. Not sure what that's about. I just wish I knew what was going on now. To be perfectly honest I'm a little scared."

Gwen smiled warmly, placing an arm around his waist in comfort; hers as well as his. "I know what you mean. I'd be lying if I said I wasn't a little nervous myself. From what Azmuth said though, you don't have to be worried. This is just how you are now. He said you're basically a living omnitrix and are able to change at will."

Ben narrowed his eyes at that. "So he knew this would happen huh? That's just typical," he said a little venomously, looking away.

Gwen placed a hand on his chin and turned his head so she could look in his eyes once more. "Hey, don't be like that. He didn't know it would happen. He said he suspected it but it was such a remote possibility that he wasn't going to mention it until he knew more. It's not like there's a way to test for something like this."

Ben grunted noncommittally but didn't look away. "I guess I can give him a pass this time. How did you guys even know I could change like that then if he didn't know?" he asked in curiosity.

Gwen snorted with a smirk. "That's easy. You went XLR8 when you disappeared doofus. You vanished down the hall before the door even finished closing."

Ben stared in mild shock before accepting the explanation. "I guess that makes sense." Looking away the two sat in a comfortable silence for a moment. His thoughts still running on the morose side, he sighed again, not wanting to bring the next thing up but thought he owed it to her. "Gwen..." when she saw the expression on his face he saw her eyes narrow in his peripheral. "This changes things you know. All those aliens are now a full part of me. If you don't want to be with a freak like me now's the... OW!" he exclaimed when her hand impacted his chest none too gently. He was prevented from asking why she did it or even reacting when he found her full weight on his legs, straddling his waist and facing him.

Gwen couldn't believe what she was about to hear from her doofus. She was so incensed by it she had to slap him to get him to stop talking. Taking advantage of his surprise she grabbed his face so he couldn't look away and stared directly into his eyes. "Now you listen to me _**Benjamin Kirby Tennyson**_! You are _**not**_ a freak by any means, and this changes _**nothing**_ between you and me you got that."

He was completely speechless and she took advantage, pressing her forehead against his. "I love you doofus. Since it seems I need to remind you I'll do it again and I'll keep doing it until you get it through your thick head. That watch and the aliens didn't make you who you are." Still staring into his eyes she placed a hand gently over his heart. "Who you are is in here and that's what I love. I don't care if you can change without the omnitrix now. That just means there's more of you to love, which I do, and guess what..." she said placing a gentle kiss on his lips. After a couple seconds she broke the kiss and continued with her eyes closed. "...that's not going to change _**ever**_." she whispered firmly.

 _ **"Told you, you had nothing to be worried about dumb ass."**_ A-Ben admonished.

Ben hadn't opened his eyes when Gwen broke the kiss. He mentally rolled his eyes, barely able to acknowledge A-Ben, in a mental daze. _"Oh shut up!"_ he retorted. Letting out a long breath and placing his arms around his wonderful girlfriend he pulled her closer. Opening his eyes so he could look at her he smiled slightly. "I so don't deserve you. That's why I love you so much though. Only you can knock sense into me when I'm being stupid," he said with a smirk.

Gwen smirked in return but it was full of love. "You're probably right about you not deserving me doofus but I don't care. You're stuck with me mister," she said poking his chest lightly. "You're mine and I'm yours until you no longer want me."

Ben smirked back as he took her hand from his chest and placed a kiss on her palm. Gazing into her perfect emerald orbs he said, "well I can assure you Mrs. Tennyson, _**that**_ will also never happen."

Gwen blushed and averted her gaze. "You call a married woman Mrs. Ben, and we're not married." Inwardly she thought, _"why does that depress me so much?"_

 _ **"I wonder..."**_ her other side added sardonically.

Taking pity on his completely embarrassed girlfriend, Ben turned her so she sat across his lap and he laid her head on his shoulder once more. " _ **Yet**_ dweeb. We're not married yet," he said softly. He could feel her body heat rise just slightly and smirked, though Gwen didn't see it.

"Well aren't we the presumptuous one. Who says we're getting married?" She said with a chuckle that reverberated in Ben's chest.

Ben glanced down continuing to smirk knowingly. "Look me in the eyes and tell me you don't want to." All he got in response was an exasperated grunt and she didn't even look at him. "Thought so," he said with a sigh of content.

They remained where they were for another fifteen minutes enjoying the peace of the moment. It wasn't often they got time to just relax and they certainly hadn't had the opportunity since becoming a couple. Both knew they had to take opportunities when they arose, because these kind of moments would be few and far between when until they were in college. Especially once they got back to Bellwood.

Almost as if to demonstrate this, the universe decided to interrupt their moment with a shout. "BEN... GWEN... WHERE ARE YOU!"

Ben sighed and he felt Gwen's body sag in disappointment along with his. "Is it bad if I say I can't wait until we're in college and won't have to worry about grandpa or our parents interrupting us?"

Gwen chuckled as she stood and helped Ben to his feet. "Not at all honey," she teased with a wink that caused Ben to blush. "Come on. Let's go back before whole mountain comes looking for us.

* * *

The following day the rust bucket had left the mountain base early in the morning. It was currently late evening and two Tennyson teens found themselves sitting at the breakfast nook relaxing. Gwen was on her computer doing who knows what and Ben stared out the window as grandpa drove heading east. They were a little behind where grandpa said he wanted to be but no one really cared. Ben wanted nothing more than to lie down and fall asleep using Gwen's lap as a pillow but that wasn't going to happen. For one they still had to hide their status as a couple from Max and Ben wasn't sure his brain would let him fall alseep.

The previous day had been interesting to say the least. It's not every day you find out you now have the ability to become something other than what you were born, naturally at that. Azmuth confirmed everything Gwen had told him once the got back inside the mountain and he was no longer upset with the little gray alien. Afterward they had gone to another room where Azmuth had him attempt to transform on his own. After many attempts, performed in the span of 3 hours, Ben had managed to consistently be able to transform whenever he wished.

Admittedly the first hour was frustrating and all he managed was a few involuntary transformations into Rath, Heat Blast or Fourarms. One time both Gwen and grandpa Max had to calm him lest he destroy the lab and part of the mountain with his fire when he turned into Heat Blast. After that, and a whispered promise from Gwen that made him blush, he was able to transform on his own into Stinkfly. They had spent the remaining time with him transforming into any alien he could just to make sure he had control of the ability. He could still transform with a subconscious thought but he was in full control of it now.

It was after that the concerns brought on by Max and Gwen were brought to light. At first he was concerned as well but they were able to dispel everyone's fears easily. Azmuth had brought Myaxx in to see if he could absorb her DNA. Ben had worried how he was planning on accomplishing this and he swore he saw Gwen's eyes glow as she glared at Myaxx. Luckily all he had to do was place his hand on her arm for a few seconds. Afterward Ben, Gwen and Max let out a collective sigh of relief when he was unable to transform into a Chimera Sui Generis no matter how hard he concentrated. Azmuth had wanted to continue to see if there were other ways he might be able to absorb the DNA but no one was willing to attempt it, especially Ben. He swore it had nothing to with the bulging vein on Gwen's forehead, or the fact she was grinding her teeth so hard she could cut diamonds.

By the time it was over it was dinner time so everyone ate, then went to bed after giving Ben the all clear to leave the following day. Ben never thought he would be so glad to get back on the road but here he was. He had so much going through his mind he didn't know what to do with himself. What would his parents think about his new status as a meta-morph, at least according to Azmuth. He was so lost in thought that he wasn't even paying attention to his surroundings. _"What the heck,"_ he thought as he looked to find Gwen not where she had last been. Listening to see if he could hear her, he heard her rummaging around behind the closed door of the bunk room. _"Couldn't even tell me she was going to bed huh?"_ he thought grinning in mirth.

"Hey grandpa, I'm heading to bed. I'll see you in the morning," he called up to the front of the RV.

"Ok Ben sleep well. I'm going to drive through the night to try and make up some time," Max said.

Ben went to the bathroom, brushed his teeth and showered quickly wanting to get some well deserved rest. It had been a long couple of days and he wanted to try and stop thinking about anything.

One cool thing, though, was Gwen had promised to help him train with his new forms when they could while they were on vacation. That way they could develop a strategy based on his new abilities she had said. Ben smirked remembering when she had said that. He highly suspected she had ulterior motives but he wasn't going to call her on it. "Just enjoy it Tennyson," he admonished quietly.

Another thing that was on his mind was how amazing Gwen was. With simple gestures and a few words she was able to bring him back from the dark place his mind had been going to. It didn't surprise him because she had always been there for him. She was his anchor, his rock, he would dare say his soul. It all seemed surreal that she loves him as much and in the same way as he does her. He really would have to get used to calling her girlfriend now.

Finished with his nightly routine and dress for bed, shorts and a muscle t-shirt, Ben entered the room only to find the light off. Quietly he slipped into the bottom bunk only to almost jump out of his skin as an arm snaked its way around his midsection. "Gwen?" he whispered in surprise.

"Hey handsome," she whispered affectionately, while rubbing a hand on his stomach.

"Not that I'm complaining, but what are you doing in my bunk?" Ben questioned getting over his surprise.

"I did promise we would start sleeping together if you could get your transformations under control." She placed her mouth next to his ear whispering, "and I always keep my promises, just like you."

Ben could almost hear the smirk she must be wearing. Sinking further into the mattress, he got more comfortable. "You did," he said with a grin. "I just wasn't expecting it so soon. Especially since grandpa could walk in and find us like this." She scoffed lightly and he placed an arm around her shoulders, pulling her closer, allowing her to rest her head on his chest. "What brought this on anyway? I figured we were quite a ways away from this."

Gwen sighed in content with her eyes closed. She could hear and feel his heart beat rhythmically in his chest like a metronome. It was soothing. "I just wanted to be close to you," she said simply. "Everything has been so crazy this summer. I thought I lost you when Animo's ray hit you, and just after we admitted what we mean to each other at that. I don't want to waste any more time showing you how much you mean to me Ben. We've wasted too much time already by fighting our own feelings. Then once we get back home..." She paused, taking in a deep breath and let it out slowly.

"Yeah I know," Ben said seriously. "Once we get back home we won't get much time at all." Sighing he began to stroke her hair lovingly. Both laid still in the darkness, what little light there was seeped through the blinds from the moon high in the sky. Ben continued to pet his girlfriend's hair with long, languid strokes causing her hum in enjoyment. After a few minutes a thought came to him. "Hey dweeb."

"Yes my doofus," she murmured.

Ben smiled at the affectionate way she said that. "Did you ever think we would end up like this?"

Gwen raised her head and rested it on his chest. She stared directly into his eyes as she linked her hand with his. "Of course I didn't. I honestly never thought I'd find this with anyone. My last boyfriend was... well you know." Pausing she stared idly at his muscle-shirt clad chest. "For a while I thought I was cursed. I haven't had that many relationships and the ones I did have turned out to be busts. Don't get me wrong, I didn't think I would _**never**_ find someone; we're still in high school for crying out loud." Looking back into his eyes she finished with, "I also never thought that exactly what I wanted and needed was right in front of me my whole life."

Ben smiled warmly back at her. "I know what you mean honey," he said placing a kiss on the knuckles of the hand he was holding.

Gwen smiled shyly, "honey huh?"

Ben returned a sheepish look, "too much?"

Gwen smiled back getting over her embarrassment. "Not really. I kind of like it actually, it's just going to take some getting used to." Ben smiled back at her, this time in relief. "Come on now _**babe**_..." she said with a smirk. "...let's get to sleep so we're not exhausted tomorrow."

Ben blushed at being called 'babe' but didn't protest. _"That's kind of nice actually,"_ he thought while placing a kiss on the top of her head. "Good night Gwen. Sleep tight and I love you."

Gwen smiled even wider even thought she had closed her eyes. "I love you too Ben. See you in the morning."

With that the two fell into a pleasant, rejuvenating sleep with dreams of what may be in the future. Outside the world continued to turn with no one, except a select few, knowing what was in store for the future. Hopefully they would be able to weather whatever storms fate had in store for them.


	14. Wonders Never Cease

Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Thank you to everyone who has read/reviewed/favored or followed this story. Thank you for the wonderful reviews on the last chapter.

One comment I received was: "I am a little surprised that Azmuth himself didn't address the question of Ben's possible future children from a purely scientific standpoint."

A: Very good observation. He was, in fact, thinking of it and I was actually going to have Gwen mention it to/ask him but scrapped it due to the fact it would draw too much suspicion. Plus I felt that it would be better for her concern for Ben's current state of mind to be more prevalent than something that is a ways in the future. Azmuth mentioning it didn't seem important to the progression of the story either so I didn't put it in. It may come up in a later chapter or in the sequel for comedic value but is back shelved for now.

Also I changed the format a little bit to something I hope is a little easier to follow. Hope you enjoy XD – the Nightmare

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought

Emphasis on a word will be _**bold and Italicized**_.

 **Wonders Never Cease**

A couple of weeks after leaving Cheyenne Mountain Ben, Gwen and Max were camped out near Mount Rushmore. Quite a bit had happened since then but nothing as major as what happened to the omnitrix.

The morning after leaving Gwen had barely escaped being discovered in Ben's bed by Max. Poor Ben had been so tired that he didn't even waken when she had scrambled over him in a mild panic after hearing the door handle rattle. She had barely gotten her feet on the floor when it opened, revealing their grandfather. Gwen remembered holding her breath, trying not to give away the fact that she was nervous as hell. When he asked if she had just awakened all she did was nod because she didn't trust her voice not to betray her emotional state. Max had stared at her for a moment with an unreadable expression on his face that made her even more nervous, then left announcing breakfast would be ready soon.

Once the door shut she had nearly collapsed to the floor, finally releasing a shaky breath of air. After that near disaster she began setting the alarm on her phone every night so she could wake herself up to crawl into her own bed. She briefly toyed with the idea of not sleeping in his bunk at all. After careful consideration, taking mere seconds, she mentally took a flamethrower to said idea then blasted it with a plasma beam and launched it into a black hole for good measure.

They did have to be careful with showing affection but she was in no way prepared to stop their nightly cuddle sessions. Ben made too good of a pillow for one thing. She already suspected grandpa knew they were closer than maybe they should be. She was beginning to see more signs of that every day. If he did suspect or, heaven forbid, know he didn't show it. She had discussed the issue with Ben and they both agreed to not question it.

Unfortunately they hadn't had a lot of time for couple type activities but he was able to take her on their first date a week ago. Ben would swear up and down that it was their second, saying when he took her out in Denver was technically their first date. She wouldn't budge on that though because they weren't officially together yet. If he counted that then they have, _**technically**_ _,_ been dating since they were ten.

The date itself had been wonderful. Ben took her to the nicest restaurant in town, which happened to be a Red Lobster, then a movie followed by a nice stroll through town. They had found a nice secluded spot in a small park and cuddled for a couple of hours. It started out that way at any rate.

Gwen blushed at the memory of the heavy make out session that ensued. It had gotten to the point where they both had lost their shirts, her moaning loudly astride his lap as he kissed her neck. She wanted to take it further but, much to her disappointment, Ben had stopped it. When she had asked why he did so, he told her it was out of respect for her. She saw the desire in his eyes and knew he wanted to go further as much as she did, maybe even more so.

That had been a double edged sword unfortunately. She respected his decision and knew it was probably a good idea to stop, and did so without complaint. On the positive side she loved him even more that he respected her so highly. On the negative side the smoldering, no doubt painful, lust she saw in his eyes made her want to rip his clothes off and make him completely hers right there.

Recognizing the power of their mutual desire she wasn't sure if she would be able to hold out for long. She knew one day soon she and Ben would be one with each other physically. With that thought in mind, she had looked for _**and found**_ a contraceptive spell in Charmcaster's spell book. She had no idea why CC would have one in there but she'd been using it every day since then.

Currently Ben and Max were in town on a resupply run. Her decision to stay behind was two fold. First, she wasn't sure either Ben or her would be able to not hold hands or do something else that would draw attention to their status as a couple. Around Max that was a no go. Ben understood that so, thankfully, he didn't protest. Her second reason was a little more mundane. She just wanted to enjoy the peace for a little while. She loves Ben with all her heart but he can be... _**distracting**_ at times.

 _ **"Yeah, especially with those yummy abs he keeps hidden under his shirts. Not to mention his well formed biceps, gorgeous ass and that**_ ** _massive_ _di_** _ ** _..._ "**_

 _"That is quite enough out of you, thank you very much!"_ Gwen interrupted harshly, biting a finger to stop the mental image from tormenting her further. Her other self was right but she didn't go with Max and Ben specifically so she wouldn't be reminded of her desire to see and touch... "Damn it! Now that's going to be in my head all day." she said aloud.

 _ **"You're welcome,"**_ her other self said smugly.

Gwen roller her eyes in exasperation. "You know I think I just thought of a name for you. Libido... yeah, that sounds appropriate."

 _ **"If that's supposed to shock or insult me I'm afraid you'll have to do better than that,"**_ her other self retorted deadpan. _**"For one thing you're not too far off. If you really want to call me 'libido', go right ahead because I am that. At least in part."**_

Gwen sat in contemplation for a moment until realization dawned on her. "Oh for crying out loud, you're my Id," she said in surprise.

 _ **"Well looky who remembers her basic psychology,"**_ Id returned. _**"Yes Gwendolyn, I am you, your Id, instinct or even libido if you really insist on calling me that."**_

Gwen crossed her arms, leaning back in the lawn chair she was occupying. "So why can I talk to you if that's the case? From what I know that's not exactly something that normal people can actually do."

 _ **"Beats me. You're the one that talks to me."**_ Gwen facepalmed but Id continued. _**"Look, I don't know how or why you can talk to me like I'm a separate person, but you can so just roll with it for now. Besides you're not exactly a normal person, neither is hubby."**_

Gwen flushed hard when her Id referred to Ben that way. "D-don't go saying things like that! He's not our hubby."

 _ **"You mean he's not 'yet'."**_ Getting no response except a pout Id continued. _**"Oh come on! I know you want that and so does he. What's so wrong with thinking about the future?"**_ Still not getting a response Id sighed. _**"Oh for fuc... fine! If it'll make you more comfortable I'll just say boyfriend for now."**_

Gwen huffed, the pout still on her face. "Ok fine. I'm still going to call you libido though," she returned sourly.

The now named Libido sighed in annoyance. _**"Whatever makes you comfortable sweetheart. Anyway why are you so against thinking about marriage all of a sudden?"**_

Gwen tapped the fingers of one hand on her opposite arm as she thought. After a moment she had her answer. "It's not that I'm against it. I know I want to be his wife some day and I know he wants me as his wife." She sighed and ran a hand through her long, fiery hair. "It's just we're still in high school. I don't want to go too fast and ruin everything. I mean what if we get married and find out we can't stand each other, then end up going through an ugly divorce? I can just hear my parents. 'We told you this would happen Gwendolyn. You should have listened to us in the first place.' That's what my mother would say at least." She stared at the scenery with a forlorn expression, hoping and praying that scenario wouldn't come to pass.

Libido was silent for a moment, almost making Gwen think she had no intention of answering. Huffing, she finally answered. _**"I can't say what the future holds girl, you know that. Maybe you might get divorced, maybe not. One thing I think we both know is it wouldn't be ugly if, and that's a big if, you did. Ben loves you too much and you know it. As for living with him, you two know each other well enough that you can't tell me you wouldn't be able to. Don't forget that first summer together you guys fought most of the time and always made up eventually."**_

Gwen continued to gaze blankly with skepticism written all over her face. _**"Still not convinced? How about this? When we were possessed by Ghost Freak he offered himself as sacrifice. When grandma Verdona wanted to take you to Anodine, he fought her for you while your supposed 'boyfriend' did nothing. When he thought you were dead, he was willing to destroy the universe because he lost all hope. You know what all those events had in common?"**_ Gwen didn't respond as she was thinking about each event mentioned. _**"He had other choices he could have made and he chose you every time; even at a point in his life where he thought you didn't like him."**_

Gwen sighed and slumped in the lawn chair, feeling foolish. "Yeah all that did happen huh." Shaking her head she chuckled in mirth. "I'm worrying for nothing aren't I?"

 _ **"I'd say so dweeb. Our doofus won't abandon us. I mean come on; he said as much a couple of weeks ago didn't he? Not only that but he's said he wasn't going to lose us ever again. I don't think I have to mention the proof of that we saw with our own eyes."**_ Libido reminded.

Gwen knew what she was talking about. She didn't want to remember the last thing but it was certainly proof of how far Ben was willing to go to keep her in the land of the living. The rest though she remembered fondly and smiled. "Yeah he did... and he has been there for us all along. That's why I love him so much."

 _ **"So here's my advice Ms. negative Nancy. Stop worrying about what probably won't happen and live in the now. That's what hubby does,"**_ Libido finished happily.

"Hey... I thought you weren't going to call him that anymore until it actually happened." Gwen said with a lighthearted grin.

 _ **"So sue me and actually I didn't say that. Nice to know you were paying a little attention at least. If you really want me to, I'll stop calling him 'hubby',"**_ Libido said amicably.

Gwen thought for a moment then smiled. "Naaaah... I kind of like it, more than a little." Before Libido could answer her phone rang. _"What the... now who would be calling me out here?"_ she wondered silently. Noticing who it was she chuckled. "Of course." swiping to accept she greeted the caller cheerfully. "Hey Lucy. How goes your summer?"

* * *

In town Ben shopped with Max for supplies they would need for the next few weeks. The younger of the two thought about how great things had been going since they left the mountain. Gwen, his cousin, and love, reciprocated his affection and they are now dating. They had their first date as a couple and were sleeping in the same bed. If that weren't enough he no longer needed the omnitrix to transform.

Gwen, keeping true to her promise, trained with him so he could get used his new abilities. _**"As if there were any doubt,"**_ A-Ben intoned. They practiced almost every night. He was to the point where he didn't change unintentionally unless under extreme emotional duress. He didn't even change during their make-out session on their date.

 _ **"By the way..."**_ A-Ben said at length. _**"Why in the name of all that is good and decent did you stop her from giving you that hand job she obviously wanted to? Hell maybe you could have punched your V-card at the same time."**_

Ben mentally sighed looking at a bag of rice before putting it in the shopping cart. _"Look, it's not that I didn't want to let her. You know what I wanted to do to her in return. I'm just not sure we're ready for that step yet. I also don't want to push her too fast and make her think that's all I want. She got enough of that from **Kevin** ,"_ he reasoned. He also had to remind himself of his promise not to physically harm the asshole next time he saw him because of his unwanted advances toward Gwen. He had even more reason to want that now. "That doesn't mean I can't prank the shit out of him though," he said smirking evilly.

A-Ben sighed saying, _**"well as noble as all that is; I think we're ready for that step. Her and us that is."**_

Ben wasn't so sure. _"I don't know. She seemed like **she** might be but what if I'm not?"_

 _ **"You did NOT just think that! What the hell do you mean you might not be ready? You were going to get busy with Julie AND Susan. As a matter of fact, Susan had your Johnson in her hand before you were interrupted by her brother,"**_ A-Ben ranted hotly.

Ben grimaced, having forgotten about that. _"Be that as it may... Julie and the others all had one thing in common."_

 _ **"You mean besides that fact they were all hot as fuck?"**_ A-Ben deadpanned.

Ignoring the comment Ben continued. _"I didn't love them. I was experimenting and if I had done anything with them I think I would have regretted it."_ Ben sighed out loud putting the can of beans in his hand back on the shelf to head to the checkout. _"Gwen's so much more to me than any of the other girls I dated. I'm sure we'll get to that level of intimacy at some point, I just don't want to give her the wrong impression. I_ _ **won't**_ _be like Kevin was to her."_ he said with heat.

After getting through the checkout Ben went outside to wait for grandpa Max. Placing his purchases in the subspace pocket he sat on a bench outside the supermarket when A-Ben replied. _**"Alright I see your point and I even respect it. Here's the thing though... do you really think Gwen would**_ **ever** _ **compare you to Kevin, seriously?"**_

Ben shook his head slightly, _"Of course I don't. I just don't want to screw up the best thing that's ever happened to me. Forget the omnitrix, or anything else. Gwen is the best thing I've ever had in my life."_ he replied solemnly.

Much like Gwen, Ben's phone rang before his alter ego could respond. Based on the ringtone he new exactly who it was. "Heeey Lucy. To what do I owe the pleasure of your call?"

"Don't you hey Lucy me mister," she admonished, though it was cheerful. "A little birdie informed me you have news to tell me." Bubbling with excitement, Lucy waited for him to tell her what she already knew.

Laying one of his arms over the back of the bench, Ben began to drum the wood with his fingers. "You called Gwen didn't you?" he asked rhetorically.

Lucy rose an eyebrow, "Gwen? Gwen who? Ohhhh you mean your now girlfriend who has long red hair and the same color eyes as you?" She imagined the irritated look on his face when she got no answer. "Of course I talked to her silly," she said giggling. "Just when were you two planning on telling me anyway?"

"Says the girl who didn't tell Gwen she was dating someone from our school. Not to mention that she would be at a school sponsored function when she doesn't even go to said school." Ben returned sarcastically.

Both of Lucy's eyebrows rose to her hairline. "Ooooh let's keep the gloves above the belt, but touche Ben. So she returns your feelings huh?"

"You could say that yes." Ben said easily. "You were right Lucy, so... thank you."

Lucy blushed at his praise and fiddled with the hem of her shorts in embarrassment. "Awww you don't have to thank me Ben. Just make sure I get an invite to the wedding."

Ben scoffed. "Not that, that is going to happen any time too soon; but didn't I already say you would get one?"

Lucy shrugged even though he couldn't see it. "I don't know, maybe. I'm just reminding you I want one. I'd say you owe me but I'm too nice for that." she said with another giggle.

Ben shook his head in exasperation. "I'm not going to argue with that but only because I agree. Still, we're a long way from getting married."

"Are you saying that because you're sure or because you're trying to convince yourself? Gwen told me about your date the other night." Lucy said smugly.

Ben inhaled sharply in nervous surprise. "O-oh she did? How much did she tell you?"

Lucy burst out laughing, "Hahaha don't worry _**lover**_ boy, I approve. You did good for your first date. Sounds like you took my advice about erogenous zones to heart."

Ben flushed in embarrassment and placed his head in the palm of his hand. _"So she did tell her everything."_ Aloud he said, "You know that wasn't our first date. I took her out weeks ago when we were in Denver."

"Ben, Ben, Ben," Lucy said shaking her head in exasperation. "You weren't together then so it doesn't count," she said sounding like she was talking to a particularly dull person.

Ben rolled his eyes thinking, _"All females must think alike."_ "Annnyway. Did you call me just to grill me about my girlfriend or did you have something else to talk about?"

Lucy smirked, having won that particular game. "All I really called about was Gwen, but now that you mentioned it, I did see that guy you work with the other day. You know the one with black hair?"

Ben's visage became instantly annoyed, "You mean Kevin? How did you run into that jerk?" he asked.

Lucy giggled with a hand over her mouth. "Steve and I were at the auto parts store and he was buying like all the air fresheners. He looked so mad for some reason. The look on his face was funny though," she said with another giggle.

Ben processed that, then burst out laughing so hard he almost fell off the bench. "H-he was buying air fresheners? Ha-ha-ha, oh my god Lucy, you just made my day and I can't even tell you why."

Lucy shrugged her shoulders not getting the joke. "Okie dokie. I have to get going but you and Gwen have fun; but not too much fun," she said chuckling.

Ben shook his head in mirth. "Okay Lucy you too. We'll see you at the festival." Ending the call he pocketed his phone and went to find Max so they could return to their camp.

* * *

The following day Max had to talk to the brass at plumber HQ so Ben and Gwen were left to their own devices. Taking full advantage of the situation they went into town to spend some time with each other without curious eyes watching. Currently they were walking out of a convenience store after buying some slushies. Walking down the street, drinks in hand, they glanced at each other once in a while with warm smiles. They were holding hands and looked like any other couple one might see enjoying the day. They did notice other people look at them once in a while. Some smiled as they passed and they heard one older couple say how cute they looked together. That one made them smile and blush in equal parts embarrassment and joy.

Thinking about what she had contemplated yesterday and last night, Gwen decided now was a good time to bring up the subject. "Hey Ben, I have a question," she began easily.

Ben tilted his head slightly so he could hear her better. "What's up dweeb," he asked affectionately.

Gwen smiled hearing the familiar pet name for her. "I was thinking yesterday and I wonder; do you think we're moving too fast?"

Not prepared for the question, Ben almost did a spit take and had to let go of Gwen's hand to keep his drink from spraying everywhere. When he saw her face she was apologetic. "Geez Gwen that don't do that," he said with smile. Taking her hand again they continued their leisurely stroll. "What made you think about that anyway?"

"You're dodging the question but ok, I'll play along," she said with a smirk. "I was just thinking that with everything that we've been doing that we might be going a little fast. I mean look what almost happened in the park on our date." She quickly looked directly at his face when she noticed his smile drop slightly. "Don't get me wrong, I enjoyed every bit of that and don't regret a thing," she assured squeezing his hand. _"Wish we could have kept going,"_ she added silently.

Ben smiled tenderly in her direction giving her hand a return squeeze. "Me either Gwen."

She smiled then looked forward again as they continued walking. "I'm just a little afraid that it's too much, too fast. I love what we have now and I don't want to push you away or scare you off. It's just that I can't seem to control myself where you're concerned and to be honest, I'm a little frightened."

As they continued to walk, a silence descended on the couple. Ben thought of the appropriate response to her question, having thought of the same thing. He could see worry lines on her brow as he thought and led them over to a large, decorative water fountain they passed. He sat on the edge and invited Gwen to do the same. As she did so, he placed his drink down and took one of her hands in both of his. "I'll be honest Gwen... I've thought about that too and I'm a little frightened myself. That was one of the reasons I stopped us that night. I don't want you to regret anything we do together," he said seriously. He was looking directly into her beautiful green eyes, which stared back intently.

"I guess if you looked at it from a normal person's perspective, we are moving a little fast, but here's the thing," he continued. "We're far from normal, our alien heritage notwithstanding. We've been through more than most adults twice our age have. You're it for me Gwen. I know I want to spend the rest of my life with you. I know we're still young but that doesn't matter to me. I could search the entire universe and not find another being like you and I don't want to try."

Gwen blushed shyly and gestured for him to continue. "I guess I'm just as afraid of pushing you away as you are me. Do I think we're moving too fast?" he repeated her question, smile dropping slightly. "For us no, no I don't. Just like you said back at the mountain; we've wasted so much time fighting our own feelings. I won't fight it anymore. I guess I should say I'm more nervous than frightened if I have to label it. I'm in uncharted territory with you. What I feel for you is so much more than anything I've ever felt that I don't want to screw it up." Ben let out a content sigh, cupping one of her cheeks, which she leaned into, her smile widening. "I do know I'll never stop loving you though... no matter what."

Gwen smiled seeing the sincerity in his visage. She felt what little doubt remained fade away like a fog from the sun. "You know what doofus?" she asked with a smile. "You're right. Even if we are moving fast I know I want to spend the rest of my life with you too." she said with rosy cheeks. Leaning closer to him she stared deeply into his eyes and whispered, "and I won't regret a moment I spend with you," before planting a gentle kiss on his lips.

The kiss was sweet, both trying to convey what they felt for one another with their lips. It lasted for a couple minutes and when they came apart, both wore beaming smiles. Gwen leaned back and placed her other hand in Ben's still smiling. "If you ever think we're moving too fast we can slow down. The last thing I want to do is make you uncomfortable."

Ben thought for a moment then smirked, realizing his fears too had disappeared. "Nah, I like where we're at dweeb. Let's not change anything." Gwen nodded and he smirked wider. "When do you think we should tell our parents," he joked.

Gwen laughed making her shoulders shake heavily. "We're a long way from being able to tell our parents doofus but thanks for the laugh." Picking up their drinks they sat enjoying each other's company in comfortable silence. After a moment Gwen noticed something and looked around in confusion, a frown forming on her face.

Ben noticed immediately. "Hey dweeb what's wrong?"

Gwen put her nearly finished beverage down, a serious look on her face. "It's quiet Ben."

Ben's eyebrow raised in confusion, "yeah I know. It's nice not having a thousand distractions around for once," he replied.

Gwen shook her head slightly exasperated. "No it's too quiet. There's literally nothing going on; no cars driving by, no people out and about. The only sounds I can hear are birds and the water from the fountain."

Ben frowned, taking a look around. He took a few minutes to listen as well and noticed she was right. That was when he saw something from the corner of his eye. Surreptitiously gazing in that direction he carefully watched so as not to draw attention to them. A half minute later he turned his gaze back to Gwen with a sigh. "I hate to say this, but I think our time is up. Don't look, but I saw a few suspicious looking guys sneaking into an alley across the street just over my shoulder."

Gwen's frown deepened as she picked up her slushie, pretending to take a sip with her head tilted down slightly. She discreetly watched where Ben had indicated and after a few minutes a van with no markings and the windows painted over pulled up obscuring her view of the alley. That in itself wouldn't have been all that alarming, but the fact that there were also no license plates raised her suspicion level significantly. Sighing herself, she put her cup to the side and looked directly at Ben. "A van just pulled up to the alley, no markings or plates," she informed her partner.

Ben became more serious in an instant, "so how do we wanna do this?"

Pulling out her phone, Gwen punched in a couple of numbers that would alert nearby plumbers to a situation. "I just sent out an alert. I say we sneak up and try to find out what they're up to."

Ben nodded and stood pretending to stretch. "Sounds good. I can turn into gray matter and hide under the van. Do you have any invisibility techniques?"

Gwen shook her head an scanned the area for something she could use as cover. Spotting something suitable she answered, "No invisibility techniques but I can camouflage myself in that tree next to the store by the alley. We need a distraction to cover our approach."

Ben smirked as he changed into Diamondhead. "I got that covered honey," he said in his petrosapien voice.

Gwen's cheeks flushed a little hearing him call her honey. He had used that and other terms of endearment before now but it always brought warmth to her cheeks. Before he might have said them in jest, but now they were anything but jokes. Not wanting to be outdone she smirked and held out her hand as she got up. "Lead the way then dear." They quietly made their way to the corner of a building but Gwen didn't miss the slight shiver that went through Ben as he took her hand.

Being as silent as possible they arrived at their destination and peaked around the corner. They were behind the van so they couldn't see the driver or any motion from the alley. The van was parked but idling. Ben carefully extended his arm toward a random window on the upper floor of a building in front of the van. Taking aim he released a crystal shard, which shattered the window completely.

The action had the desired affect as the driver quickly exited the van to investigate. The two plumbers glanced worriedly at each other noticing the driver had a firearm. That in itself wasn't the worry. What concerned them was the fact the gun was a handheld plasma cannon; something which is completely illegal on earth except for certain agencies, the plumbers being one.

Ignoring that fact for now, Ben quickly morphed into XLR8 and dashed to the back of the van. Before arriving he morphed into Gray Matter and used the momentum to slide under the van without detection.

Gwen, in the meantime, had ran to the tree she saw earlier and flown up to the branches in her lucky girl disguise. Muttering a concealment incantation she peered out of the foliage just in time to see Ben disappear under the van. "Showoff," she whispered affectionately, a smirk on her lips.

Hearing something in his earpiece Ben whispered, "what was that dweeb?"

Gwen shook her head even though he couldn't see. "Nothing doofus. I was just wondering if you love showing off as much as you do your looks."

Ben snorted. "Hey, my looks are one of my best features and if you've got it flaunt it. Isn't that what people say? Besides I don't love showing off as much as I love you."

Gwen blushed and facepalmed. "Wow Ben. I don't know whether to hit you or kiss you for that it was so sickeningly sweet. Are you trying to make me turn permanently red?"

Ben chuckled, "maybe. Why is it working?"

Gwen smirked back, "I plea the fifth. Pay attention, I think the driver is coming back."

Ben didn't say anything in return and crouched low behind the front wheel of the van. Peeking around the edge he could see the driver had indeed returned but didn't get back in the van. Another pair of shoes appeared in his peripherals and he concentrated on listening.

"Spencer, what that hell are you doing outside the van? You're supposed to be ready to get out of here at all times. The master was only able to buy us a small amount of time to do this." asked the voice coming from the new arrival.

"Chill the fuck out Manning, I know what's at stake. I heard breaking glass and had to check it out. Or do you want an interloper to see what we're doing here?" the driver, obviously Spencer, asked.

"Breaking glass? What do you mean?" Manning replied.

The driver pointed to the broken window he found with a sneer. "That dumbass. It broke and I can't figure out why."

Manning looked up to the window and rolled his eyes. "It was probably just some stupid kids messing around. Just get back in the van and be ready to leave." he commanded.

Ben smirked nastily and whispered, "not **_just_ **kids asshole." Gwen giggled over the comm set.

Spencer scoffed, putting his weapon back in his jacket. "Whatever man. How's the loading going?"

"Slow. These alien rifles the boss has us picking up are heavier than we thought," Manning huffed. "I don't know what the hell we need them for but it better be worth the trouble. I just hope we don't get stuck working with Dr. Freako again after this. Did you see the last thing he made?"

The driver shivered, "yeah. Messed up thing if you ask me. I heard it got killed by some kid that could turn into an alien or something. Good riddance I say."

Manning nodded in agreement. "I know that's for sure. Anyway just be ready to take off as soon as we load the van."

Nodding, the driver got back in and the other guy returned down the alley. Ben waited about half a heartbeat after Manning disappeared before contacting Gwen. "Did you hear that? It sounds like these guys are working with Animo. They must be stealing weapons for him."

"Yeah I heard. They're definitely working for or with Animo. I can't think of why he would want alien weapons though," Gwen agreed.

"Who cares why he wants them, we have to stop them. I can take care of the guys in the building if you take care of the van," Ben said.

Gwen huffed in exasperation. Ben's bravado could be cute at times but usually it was annoying. "Ben no. We need to wait for backup. They have at least one plasma weapon and who knows what else they have, not to mention whatever they're stealing. We can't just go in there like usual."

Ben sighed knowing what she was thinking. "We don't have time to wait for backup sweetheart. You heard the one guy, they have a limited amount of time and are going to be gone soon." Getting silence from the other end he continued. "This isn't just my ego talking honey, you know I learned that lesson the hard way." he said using terms of endearment so she would know he's being serious. "Normally I would say we wait but we can't let Animo's crazy ass get a hold of who knows what."

Gwen agreed with everything Ben was saying. She didn't like it but her bullheaded doofus was right. They didn't have time to wait for backup. The thieves would be gone before anyone else showed up and they were right there. She also knew he wouldn't just rush in impulsively. He did learn that lesson years ago. Fortunately no one was hurt but it was a near thing. "Damn it I hate when you're right. Do you have a plan at least?"

"I already told you dweeb. I'll go for the guys in the building and you get the van," he said imperiously.

Gwen rolled her eyes in exasperation. "Yeah, I think not doofus. It'd be better if we waited for the others to come out and we can get them all at once."

Ben sighed getting irritated. "Ok, how are we going to do it then? If we wait for then I can't do anything without being seen unless they are in the van already. I don't think we should risk them getting away."

Gwen sighed this time. "Fine! Let's do it this way. Take out the driver then we'll both go after the guys in the building. I'll meet you behind the van."

The decision was taken from both when Ben heard footsteps coming toward the van. Peeking from his hiding spot, Ben saw 3 men carrying a long metal box with alien writing on it. Strangely he could understand it. "Gwen... what's a GX-271?"

Gwen's eyebrows lowered in thought and a little sweat beaded up in worry on her head. "It's a high powered assault laser rifle. It was designed to take out heavily armored vehicles. Why do you ask?"

Ben sighed in defeat. "Oh no reason. I just read the side of he box they're carrying out and that's what they happen to be stealing."

Gwen's eyes widened in astonishment. "That weapon isn't supposed to even be on the planet! The only one I know of on earth is at plumber HQ! What the hell is going on?!"

"I don't know sweetie but we better do something and fast before they get away with this thing," he said in a rush.

"Take them out, now! I'll take care of the driver. Whatever you do, Ben, don't use fire. If the ammunition gets damaged or even overheats, it'll destroy this whole town." Gwen said rapidly as she dropped from the tree.

Ben sighed again. "Of course it could." Quickly moving to the back of the van, he slipped into the open and changed into Fourarms. He noticed Gwen rapidly moving toward him and gave her a nod as he crouched to make a jump. When Gwen arrived next to him he silently counted to three with her and they both sprung into action.

Gwen ran in a crouch along the side of the van and fired a low powered mana bolt at the drivers head just as she came parallel to the window. The driver was out cold instantly.

At the same time as Gwen made her way to the front of the van, Ben pushed with all the strength in his massive legs, propelling him thirty feet into the air. At the apex of his jump he flipped so his back was to the alley. He briefly glanced down to gage his landing and saw he would land directly behind the two men carrying the box. Smirking, he raised all four arms above his head in preparation to land. He landed, bringing his fists down on the two men simultaneously in a hammer blow, which knocked them unconscious instantly.

Hearing the metal box clatter loudly to the ground the last man, Manning, turned in outrage only to take a trip to dream land via Ben's foot to the side of his head. Once Ben's foot was firmly planted on the ground he spun around looking for more goons. Once he was sure there was no one else he transformed back to normal and walked to the passenger side door only to see the unconscious driver. "Heh, too easy," he said with a smirk.

"Yeah, that's kind of what has me worried." Gwen said as she rounded the front of the van.

Ben looked at her askance. "What do you mean by that? I'm glad it was this easy for once."

Gwen continued to ensure the thieves were still unconscious then went over to the weapons crate. "That's exactly what I mean Ben. When has anything we've done for the organization ever been this easy? I don't believe for a second that this is all there is. Why go through all the trouble of engineering for the whole town to be conspicuously absent so they can steal a very powerful alien weapon if you only send a handful of guys?" As she finished unlatching the crate she opened the lid only to freeze in alarm.

Ben had been looking over her shoulder and frowned. "Especially if that weapon isn't even in the crate they are stealing. What the heck is going on?" he questioned as Gwen stood and turned to face him.

Gwen frowned in thought and paced in front of the unconscious goons. "I don't know. This doesn't make any sense. Why would they go through all this just to steal an empty crate?"

Watching Gwen pace, Ben started to think and suddenly shivered as if a cold wind blew across his skin. He quickly grabbed Gwen's arm to halt her pacing and turn her to face him. "What if they didn't go through all this for a crate or a weapon?"

Gwen saw he had thought of something and gave her full attention to her partner. "What did you think of?"

Ben placed both of his hands on her shoulders, a serious look on his face. "Think about it sweetie. You said it yourself, nothing is ever this easy for us. These jackasses just happen to be in a town close to us, which is basically empty, so they can steal a weapon you said only the organization has at headquarters and said weapon isn't even there. Also they are working for or with Animo, whom we've been looking for and have pissed off very recently." He could see the gears were turning in her head and it wasn't painting a pretty picture. "Come on dweeb. I don't believe in coincidences anymore and you never did. Something is definitely rotten in the state of Denmark."

Gwen looked into his eyes with worry, ignoring his Hamlet reference. "You think this might be a set up?" Ben nodded in acknowledgment. "Why would they go through all that trouble and for who?"

Ben shook his head and looked off to the side to see if he saw anyone coming. "I don't know, but I think we need to get out of here like now."

Putting action to word, he released Gwen's shoulders, grabbed one of her hands and began to walk away. As they got to the back of the van they stopped and peered around the end to observe their surroundings. Not seeing anything they left their hiding spot after Gwen returned her clothes to normal and began walking down the street at a brisk pace. About a hundred yards from the van Ben saw a brief flash from the corner of his eye and shoved Gwen to the ground with him on top of her.

Along with Gwen's squeal of protest he heard the wall of the building they were next to explode in a shower of brick that peppered his back with rubble. Keeping her covered with his body he looked up and noticed the hole was right where her head would have been. Growling he got on his hands and knees and pulled her into another alley between buildings.

Once there the cousins crouched with their backs against the wall, wearily looking at where they had just come from. Gwen muttered, "thanks doofus," having seen the damaged wall once she could. She knew he had saved her again. Not that she would ever complain about him having her back.

Ben, not taking his eyes off the opening to the alley nodded. "Don't mention it. I kind of hate when I'm right about stuff like this."

Gwen smirked thinking, _"bullshit."_ Aloud she said, "since when do you not like being right?"

With as serious a face as he's ever had, Ben turned to her briefly and said, "About things like my future wife getting shot at with intent to kill... always." He had turned his head away before finishing so he didn't see her blush and hide her face in her hands. "I'm going to see if I can see anything out there, can you watch the other end?"

Gwen nodded and walked a little down the opposite way from Ben. She crouched behind a dumpster and peaked around the corner to keep her eyes on the other end.

Ben, meanwhile, had gone to the edge of the alley and looked at the tops of all the buildings to see if he could see where the sniper was hiding. A few minutes later he didn't see anything and sighed in frustration. _"Must have only wanted to risk the one shot,"_ he thought slightly irritated. Turning around he called out to Gwen. "Hey Gwen, I think the coast is clear now."

Not taking her eyes off her end of the alley she called back, "Are you sure?"

"As sure as I can be. I didn't see the sniper, they must have left after firing." He hollered back.

Gwen nodded and started to walk back toward her boyfriend when both heard the engine of a motorcycle rev as it pulled up to and stopped at the other end of the alley. Both of their eyes widened as the rider raised an RPG-7 to his shoulder and aimed strait at Gwen, who was frozen in terror.

"GWEN MOVE!" Ben screamed but she didn't budge. Everything seemed to happen in slow motion for him at that point. He saw the grenade launch from the end of the weapon and moved to run to her, praying he would make it in time. All of a sudden he found himself in front of her and grabbed her without thinking. Pressing her to his chest he closed his eyes thinking only about shielding her from the rocket. Again he prayed, hoping his instinct would pick an alien to change into that would be able to survive the deadly effects of the grenade.

What seemed like minutes later but was in reality only milliseconds, both were shrouded in fire and smoke as the weapon exploded. The rider of the motorcycle pealed out immediately, the back tire smoking as it tried to find purchase on the asphalt. He was sure he had accomplished his mission.

When the smoke cleared and all the noise ceased, the teens opened their eyes, pulling away from one another. Ben looked around and noticed the ground and walls of the buildings around them were blackened except an area around them that formed a perfect circle. Returning his gaze to Gwen he was about to ask her if she was alright but seeing the look she gave him he changed tactics. "What... is there something on my face?"

Initially Gwen had been frozen in astonishment when she first saw what Ben looked like. Now she could only shake her head and gestured both around them and at him excitedly. "H-how, when?"

Ben's eyebrows raised in confusion. "You're going to have to be a bit more specific Gwen." Instead of answering, her form blurred and she stood before him in her Anodite form. If that wasn't surprising enough, she went further by placing her forehead on his own and placed a kiss on his lips. Strangely, he felt a surge of euphoria at the contact.

Breaking the kiss momentarily, she pulled back and said something that would shock him even more. "You're an Anodite now," she said with a beaming smile before kissing him passionately again. Ben's eyes widened in shock just before their lips met but he melted into it as soon as she wrapped her arms around his waist, his doing the same. She couldn't be happier than in that moment.

Unnoticed by the pair was a figure that watched from a roof across the street. Shrouded by a cloak, his face was indistinguishable but one could see a deep frown in the shadows. Having seen enough, he turned from the scene and pressed a button on his wristwatch. After shimmering, his form disappeared altogether. He reappeared in a dark room, the only thing visible was a desk illuminated by a single, dim lamp. "We have a problem," he said in a gravely voice.

A deep, rumbling voice replied from the darkness behind the desk. "So... they failed." Receiving a nod, the voice sighed deeply. "How disappointing. How very disappointing indeed."


	15. Storm Clouds on the Horizon

Author's notes:

I don't own any of the series I may be borrowing for this story. If I did... things would be different :D Now with that out of the way:

I'm surprised no one caught my God of War reference in the last chapter. If anyone is curious, go back and read when Gwen's Id was talking to her. Here's a hint, it's from GoW III.

Sorry if this chapter seems clipped but it was more of a set-up for things to come. I'm interested to see if anyone can guess who the mystery man is.

Thank you to everyone who has read/reviewed/favored or followed this story. Please enjoy.

– the Nightmare

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought or telepathy

Emphasis on a word will be _**bold and Italicized**_.

 **Storm Clouds on the Horizon**

Dr. Aloysius James Animo was not a happy man. The defeat of his last creation at the hands of the _**infuriating**_ Tennysons had irritated him beyond comprehension. The fact that he couldn't seem to not only best the traveling trio, but obtain the device that allowed the boy to transform into other species, served to infuriate him further. To make matters worse he had sustained severe injuries caused by the annoying redheaded female Tennyson. He had only just healed enough to walk around and his arm was still in a sling. He was only that healthy with the help of his lab equipment.

His newest problem was the one called only the master. He had been lucky to escape his imprisonment so many months ago at his mysterious benefactor's hands. Animo had never even seen the man face to face as he had remained cloaked in shadow whenever he took audience. What made the man, assuming he was one, a problem was he was no longer able to keep the omnitrix once he had it and he _**would**_ obtain it one day. No; all the master, which is what he insisted he be called, would allow is for him to study the devise. The devise itself belonged to the master and he made sure everyone in the organization knew it.

Animo strode down the hall of the building their hideout was situated with long, imperious strides. There were no lights on in the building save for a few security lights. That was something he never understood but the master insisted it remain as such. A meeting had been called for all of the top lieutenants, which included himself. The meeting was already in progress which was another reason for his irritation. The master hated tardiness almost as much as he hated failure.

As he approached the heavy door to the master's office he heard raised voices coming from beyond. He couldn't make out what was being said but there were people shouting. Placing his hand on the handle he gently opened it, only to be hit with the smell of incense and old leather. He was also able to hear what was being said.

"...if you had done your damn job in the first place we wouldn't be in this situation!" a man in the uniform of a high ranking forever knight ranted. He was leaning forward aggressively and pointing at a large man wearing a tailored suit, who had a star tattoo on his neck, across the circular table..

There were about ten people seated, not including the master, his chief lieutenant and Animo. Four were from the forever knights, the three dressed in suits were from the Ukrainian mafia, two were uniformed plumbers and the last two wore the colors of a local street gang.

The suited man slammed both hands on the table angrily, scowling back at the forever knight. "We did fucking job vyrodok! Is not our fault kids were able to escape! If we were having better intelligence maybe we would have been prepared and we would have what we want!"

The forever knight scoffed. "There's nothing wrong with the intel we gave you. We even provided the weapons to accomplish your mission. What I want to know is how, even with a high powered sniper rifle _**and**_ an armor piercing rocket propelled grenade, the girl is still alive and the boy is not in our hands. Let's not forget the fact the master provided you a window of opportunity by ensuring none of the citizens were even there to witness anything." Leaning back in his chair the forever knight folded his hands on the table, scowling smugly. "I guess if your incompetence is too much of an issue you no longer need our assistance."

Animo had taken his seat as soon as he entered the room and watched as the suited man stood to deliver his angry retort. He was interrupted however. "ENOUGH!" growled the master's number two, who stood next to the chair at the head of the table. One could tell the chair was occupied but that was it. "The master is most displeased with the failure of everyone at this table, _**including**_ you Sir Thomas!" he spat, pointing at the forever knight. Both men deflated, looking properly chastised and retook their seats. The cloaked man, known only as Mitchel, crossed his arms then, turning his attention toward Animo. "Dr. Animo... nice of you to join us."

Animo sighed, steepling his fingers in front of his face. "I do apologize for my tardiness. The police had a road block set up that I had to circumvent in order to arrive. It seems _**someone**_ caused a panic in the town and the authorities are searching for terrorists." he said pointedly looking at the Ukrainian mob lieutenant. The large man muttered a curse in his mother language and stood in outrage.

Forestalling an incredulous retort from the man, Mitchel gestured for the man to be seated. "Be that as it may, it doesn't excuse you. Now... since everyone else has said their piece, it is now your turn. Why is it that we are funding your research if you produce noting but failure at every turn, Dr. Animo?"

Already in a foul mood he was ill prepared to deal with the arrogance of the mysterious Mitchel. He's a genius damn it! "If you are referring to my creations, you can shove your opinion up your ass." Everyone else gasped in surprise. "My creations are perfect. It's those _**Tennysons**_ that are the problem. They have destroyed every one of my precious animals in recent months! I want to know what is going to be done to neutralize those annoying children. Don't forget... you promised me the omnitrix so I can obtai..."

"SILENCE!" came the deep, booming voice of the master. Whenever he spoke, you listened. He was one of the few people who could intimidate the mad scientist. "Don't _**you**_ forget the omnitrix belongs to me. When we obtain it I will allow you to unlock it's secrets but that is all."

Animo tried to see into the darkness but it was useless. Normally he wouldn't back down from a challenge but this man could strike fear into even the most stalwart of individuals. "I meant no disrespect master. Of course the omnitrix belongs to you. I am merely anxious to begin work on the device and am beyond frustrated with the defiance those children and that senile plumber defying us at every turn." he said much more subdued.

A tense moment of silence greeted the room as the master seemed to be staring down the mad doctor. "As long as you remember your place Aloysius." he said simply. The man cloaked in shadows then stood and addressed the entire room. "Do not misunderstand. None of you are irreplaceable," he said looking pointedly at each individual. One could only assume he was looking at them due to the direction his head was turned. After a momentary silence the master shook his head in disappointment. "You all have failed me. In the case of some it will be for the last time."

No one dared to breathe and the tension was so thick it felt like a lead weight had been placed on your shoulders. Animo held his hands in front of himself calmly but on the inside he was shaking like a leaf. When the master got like this it was never good. He wished he could be anywhere but here at the moment but it would have been worse not to show at all. Disloyalty was not tolerated.

The master retook his seat and seemed to be relaxed as he re-addressed the group. "Let me make one thing perfectly clear. If I don't have the boy and his device by the end of the month, all of your heads will be decorating my wall. The girl is of no consequence. Kill her and be done with it, the old man too if you have to. All that matters is that I possess the boy."

The master took a breath and let it out slowly. Thinking he was done talking, the mafia lieutenant stood and spoke heatedly. "Master, we are needing more resources! My people have done much but see little in way of compensation! Why can you not use contacts to get better hardware? The children are too..." He was cut off by his air supply being constricted, evidenced by both of his hands going to his bare throat and the wheezing coming from his lips. His eyes were wide in panic as he tried to draw breath.

"I wasn't finished." the master said eerily calm with a hand raised in the mobster's direction. "Some of you may be wondering why we are doing all this. Following a couple of teenagers and an old man around may not seem a worthwhile cause but know this. My reasons for doing this are my own and none of you need to know them. Your only job is to do what you are told and get paid. If you don't there will be... consequences."

As he said _**consequences**_ there was a sickening crunch as the large Ukrainian's neck snapped, his head leaning to one side, body limp and sightless eyes open. The body hung in the air for a second then dropped to the floor in a heap as the master lowered his arm. No one spoke, no one looked anywhere but at the table too afraid to utter a word in the face of the master's ire.

"Now if there are no further stupid questions, I believe you all have jobs to do. Dr. Animo... you are to cease all work on your creations for now. Go to one of the safe houses and wait until called for. You are to do nothing until I have the boy and the omnitrix in my possession. Am I clear?"

Animo nodded nervously, "crystal clear... master."

The head of the shadow nodded once in acknowledgment, "good. Now all of you get the fuck out of my office. Mr. Kolisnyk, your organization's services will no longer be needed. Take that useless piece of trash with you when you leave." he said to one of the surviving mobsters and pointing to the body on the floor.

The man nodded as he stood with everyone else. Animo was no exception. He quickly made his way from he building and the creepy man they only knew as 'master'. He sincerely hoped he wouldn't have to deal with him for much longer.

* * *

Once the room was clear, Mitchel sat in one of the vacated seats to have a conversation with his boss. After a moment to gather his thoughts he spoke. "Was it wise to let Animo go like that master? He has been a great disappointment. Maybe it would have been better to leave him in the hands of the plumbers."

The shadowy figure sat in contemplative silence with his hands folded in front of him. He seemed to be staring at nothing but it was difficult to tell. A moment later he finally spoke. "I have wondered that myself Mitchel," he admitted with a sigh. "The man may be an egotistical fool, but he's a useful fool. He is a scientific genius after all."

Mitchel nodded in assent. "Still, we could find someone of equal intelligence elsewhere. Perhaps see if we could recruit a Galvan?"

The master nodded slightly himself. "That too I have considered. One of the problems is Galvans respect the omitrix's creator too much to ever consider that offer. The other problem is, they are not exactly friendly to our kind."

Again Mitchel nodded in understanding but had a frown on his face. "Sound reasoning mi-lord. I would not bring it up but for the fact I do not trust Animo. He will try to betray us, I'm certain of it."

The master nodded and wore a barely visible smirk. "Oh yes, he will try. He is too ambitious and single minded not to attempt the keep the omnitrix for his own. It is one of the reasons I recruited him in the first place... blind ambition. Fear not though, the first step to avoiding a trap is knowing of its existence." he said dismissively.

Mitchel hmm'd neither agreeing nor disagreeing with the master's assessment. "What about recruiting others to our cause. There are plenty whom have a grudge against not only Tennyson, but the plumbers as well. I was thinking the one called Albedo or the Levin boy would be useful."

"Albedo would be useful perhaps but we don't have anything to entice him with. He has his own omnitrix, if a slightly flawed one, and his reason for vengeance is not strong enough. The Levin boy is too much of a loose cannon. While he would be indeed useful, he would be more of a soldier than anything. The other problem is, he is indebted to and monitored too closely by the plumbers." the master said with a negative shake of his head.

Mitchel grunted in acknowledgment folding his hands under his chin with the index fingers extended in thought. After a moment he sighed. "Sir... are we certain we can obtain the omnitrix?" he asked. The man in the shadows seemed to be staring at him intently. "I only ask because I'm not so sure even if we have the boy it can be removed. There is also the fact that many have tried to obtain it in the past to consider. Remember what happened to Vilgax."

The master sat still then snorted in derision. "Vilgax was a fool. He had no finesse. He squandered his resources, coming after the device in a single minded purpose. He only had the one goal and look where it got him."

"Yes, that tyrant was foolish and good riddance to him. I'm just wondering if it is wise to seek the device. Do we actually need the infernal thing?" Mitchel questioned.

"Need? No... we don't need the device but imagine the power to be gained. Let the others think our primary goal is obtaining the device. It will motivate them to follow our wishes," the master replied matter-of-factly.

Nodding in assent, Mitchel lowered his hands to the table. "So the matter of our vengeance... how are we to accomplish it when the children seem to have the devil's luck?"

The master sighed in exasperation. "I do not know. It rather infuriates me that the boy continues to elude us. The Ukrainians were a mistake and the knights don't seem to be much better. As long as we are able to hurt the boy though, that is all that matter. Killing the girl doesn't seem to be adequate anymore. For our revenge to be complete we must take something that is precious from him! Just like he has done to me!" he hissed, slamming a fist on the table after standing.

At this Mitchel's face adopted a truly sinister grin. "There may be something we can use."

Calming slightly the master retook his seat not missing the devious look in the other man's eyes. "What is it you have discovered my friend?"

Leaning forward on his elbow, Mitchel's grin turned up even more. "We can use the girl herself. Instead of killing her right away, we can capture her as well and make him watch her die."

Intrigued the master leaned forward in his chair. "How will this hurt the boy if I may ask? I was under the impression they were merely close relations."

Mitchel shook his head slightly, "that may have been at one point. However judging by what I saw as of yesterday they are more."

The master stared at him intently. "You have my attention."

Mitchel stared back just as intently. "As I observed them after the attack, I witnessed them in the alley. They embraced as lovers would. It would seem that whatever they were before, they are now deeply involved with each other on a personal level. Their embrace would certainly indicate such."

The master sat back in his chair, eyes glowing slightly, "is that so?" With Mitchel's answering nod, he wore a grin that was pure evil. "Well then mister Tennyson. It looks like I'll be able to send you and your little whore to hell... together." The laughter that ensued was so disturbing and loud, the guards at the front of the building shivered in revulsion. They both swore they would have nightmares for weeks from hearing that.

* * *

Gwen couldn't get over the fact her boyfriend (the thought still made her giddy) now has an Anodite form. Even now, four days after they first found out, she still couldn't believe what had happened. After the attempted ambush they had moved on and where now outside an old plumber base in Kentucky. Ben had wondered about that and when he asked grandpa, the old plumber had said, "what better place to put one Ben? Exactly where no one would expect." Ben had shrugged it off much to Gwen's amusement.

They were currently in the process of training with Ben's Anodite form. They sat cross legged on the ground, Ben in his Anodite form, Gwen in her human one. Ben's new form was a sight to behold. His body was the same color as any other Anodite but with toned muscles and hard angles. The biggest difference she saw in his form was his hair. It was slightly wild, only reaching the back of his neck and it was a blonde hue. It reminded her of looking at diffused sunlight.

Another thing they found out, by accident, was that while in his new form Ben was extremely powerful. A couple of days ago they had been training in combat techniques when Gwen told him to throw a mana bolt at an abandoned, one story building. If she had thrown one of similar size the walls would have had a good sized hole going through the entire building. The resulting explosion from Ben's was so strong they both ended up on their asses, even from fifty yards away, and the building was noting but a pile of rubble. After that Gwen decided to teach him control before continuing with combat training. Ben readily agreed and even seemed a little afraid.

He was actually a quick study which made Gwen equal parts jealous and proud. Ben was able to sooth her jealousy after their training sessions with some quality alone time, however. Unfortunately it was getting harder for her to resist the urges her body was screaming at her to indulge in during those sessions. They had come so close to taking that last intimate step last night that Gwen wanted to scream in frustration when grandpa's voice interrupted them. She could tell Ben was losing the battle as well because she swore she heard him growl menacingly as they put the clothes they had removed back on.

On a positive note they had noticed some interesting things while training. One thing was that while in Anodite form they could easily share energy. Gwen had taught him the theory of energy transference she learned from their grandmother Verdona. She never had the opportunity or a reason to put it into practice, until now however, and had been excited to do so. The first time they had shared their energy it had amazed her. It was completely indescribable and nothing like what Verdona had said it was like.

Something else she had discovered while linking Ben and her own energy is she could feel his emotions. It was almost as if she was able to read his thoughts. If she had any doubt before whether or not he loves her, it would have died violently once experiencing that. One night they had sat in the forest surrounding the base from the time they finished dinner until bedtime in an energy link. It had felt so euphoric, neither wanted to end the link but Gwen had forced them to. She had to explain that it was dangerous to link for too long a time when Ben resisted. She idly wondered what would happen if they made love while linked in their Anodite forms.

 _ **"I'd say your grandmother would be beside herself with joy that her great grandchildren would be full Anodite."**_ Libido said offhandedly.

Gwen rolled her eyes and had to resist the urge to facepalm. _"And thank you for that mental image, because I wasn't having enough trouble concentrating. Speaking of,"_ she thought seeing Ben starting to lose his concentration. "Hey doofus if you don't focus on the exercise that mana ball will explode in your face."

Ben just smirked, staring hard into the ball of energy between his palms. "then stop thinking such impure thoughts dweeb."

Gwen blushed mightily. He couldn't read her mind but he was skilled enough with his Anodite powers he could read certain emotions by the feel of another person's mana. Hers obviously told him she was embarrassed and slightly aroused at the same time. That was something else she couldn't get over; how attractive he looked in his Anodite form. She didn't know if it was her or her Anodite side that was excited to see a male of the same species. She figured it was probably both. "Oh har, har. Just keep concentrating so we don't get blown up."

Ben shook his head, still smirking but didn't say anything, the aquamarine colored ball of energy still burning like a miniature sun. Gwen wanted to probe his aura to see if she could see just how deep his mana reserves went but she was too busy maintaining a stasis field to attempt it. She had to do this after they blew up that building because the Department of Homeland Security almost put the country on alert and sent the Air Force before the organization gave grandpa a call. After that little scare they had been overly cautious about what they did.

Gwen was just about to call a halt to their training when she felt a tingle in the back of her mind. Sensing an intrusion she concentrated on her surroundings and reached out with her aura sense. Before she got too far though, she heard a familiar voice break through her mental walls. _"I'm certainly glad to see you haven't forgotten what I've taught you Gwendolyn."_

Gwen was surprised enough she almost lost control of the stasis field. _"Grandma... what are you doing here?"_ she said in surprise.

She felt amusement through the telepathic link as Verdona replied. _"Can't an old woman come and visit her favorite grandchild once in a while dearie?"_

Gwen smirked but didn't look for the older sorceress, knowing they weren't in danger. _"Come on grandma. I know you don't come to Earth for just any reason. What's the occasion?"_

 _"Fine then, spoil my fun will you."_ Verdona returned but without heat. _"I was actually visiting another friend of mine when I felt the most unusual thing. Care to take a guess what that might have been?"_ she said in a knowing tone.

Gwen pretended to think for a moment already knowing the answer. _"Hmm, I don't know. Could it have to do with who's sitting in front of me at the moment?"_

Stepping from behind a tree directly in Gwen's line of sight, Verdona raised an eyebrow in consternation at her grandchild. _"Is that any way to talk to your grandmother Gwendolyn?"_ Gwen merely nodded imperceptibly making the old sorceress roll her eyes. _"In any case yes. I felt an immense energy spike a couple of days ago and initially I thought nothing of it. But when I got a better feel for it I realized it was Anodite energy so I decided to investigate. Imagine my surprise when I discovered it was_ _ **male**_ _Anodite energy. I didn't think there were any on this planet."_

Gwen's smirk almost turned nasty as she realized her grandmother didn't realize who it was sitting across from her. _"Oh it was a big surprise to me as well. I was under the impression there were no male Anodites."_

 _"Don't be absurd Gwen,"_ Verdona scoffed. _"Of course there are male Anodites. You just don't see them often. In any case... care to introduce me to this fine specimen?"_ Not waiting for an answer she began walking toward them then added, _"by the way; I approve,"_ she said with a smirk.

Gwen giggled behind her hand as she dropped the stasis field. "I think that's enough for today. Go ahead and dissipate it like I showed you, _very_ slowly," she instructed.

Doing as she told him, Ben let the energy be absorbed back into his body and shunted it to the surrounding landscape. The mana ball reduced in size until there was nothing in between his hands. "How was that dweeb?" he asked expectantly.

Unnoticed by Ben, Verdona's eyes narrowed slightly and she frowned. Before she could say anything Gwen smiled reassuringly and embraced him tightly. "That was great doofus. You're getting this so fast and I'm really proud of you."

Ben sighed in content, closing his eyes. "Thanks Gwen, that actually means everything coming form you." Verdona smiled then, holding off on the scathing remark she had for the young man. "What are we gonna do now if we're done training for the day?" he asked, releasing the hug and smirking not so innocently at his girlfriend.

Gwen laughed lightly, placing a hand on his shoulder. "Slow down there cowboy, we'll have time for that later. We have a guest," she said urging Ben to look behind him with a nudge.

Turning around, he finally noticed the woman walking up to them and recognized her immediately. Eyes widening in surprise he said, "Grandma?!"

Verdona chuckled, "No need to call me grandma dearie. At least not yet," she finished with a wink.

Ben stared at her confused for a moment and glanced at Gwen who had both of her hands over her mouth trying not to laugh. "Uh... but you are my grandmother. Don't you recognize me?" he asked turning his attention back to the older woman.

Verdona's eyebrows lowered in confusion as she placed her hands on her hips. "I think I would remember if you were my own grandson young man. I only have the one and he's not an Anodite."

Having had enough of her little game, Gwen stepped forward and whispered into Ben's ear, trying not to laugh. "She's never seen you in this form before doofus."

Ben slapped a hand to his forehead, rolling his eyes. "Sorry about that. Just a second grandma," he said before his form shifted and he stood in his normal form. "Tada! It's me, your only grandson."

Verdona took as step back in shock, unable to believe what she just saw. "B-Benjamin?! When did this happen? More importantly, how did this happen?" she asked looking more at Gwen. Getting slightly over her shock she walked up to Ben and placed a hand on his chin, turning his head side to side. Once satisfied it was indeed her grandson, she stepped back and crossed her arms. "Would either of you care to inform me how Ben suddenly became an Anodite when, last I checked, he didn't have even a tiny spark?"

Ben and Gwen looked at each other, neither sure how to start a conversation like that and silently debating who should even tell it. Eventually Gwen tilted her head giving Ben the go ahead and he nodded his thanks. "Well it's a little bit of a long story," he said turning toward his grandmother.

Verdona sat on the forest litter and indicated the other two do the same. "I've got the time young man. I'm very interested in hearing this tale." Both grandchildren joined her, sitting _**very**_ closely to each other she noticed. _"Hmm. I was merely joking when I said I approve to Gwen earlier but maybe there_ _ **is**_ _something there."_ she mused, discreetly using her vast knowledge and powers to observe their auras deeper.

Once seated, Ben began to tell the tale. "I guess I should start with a couple of weeks ago. See... grandpa and I were getting groceries when this giant chicken thing started tearing up the town. Of course Gwen and I went to take care of it..."

Verdona listened in rapt attention as she simultaneously scanned their auras. The events being described by Ben, with occasional input from Gwen, were just as fantastic as she expected from these two. She was able to probe deeply into their auras and what she found was astounding. _"They definitely have a bond and a strong one. Their auras are almost completely in synchronization with one another. Although Benjamin's is unlike any I have ever seen before, even for a male Anodite. This bears watching."_ Internally she smirked while keeping a calm exterior. _"I would hate to be the one to come in between those two."_

Eventually Ben got to the part where Azmuth explained what happened with the omnitrix. He had to have a lot of help from Gwen to get through it even though they only gave a bare bones version. Verdona hadn't even noticed the absence of the device having been so surprised by the fact Ben was the male Anodite. Then she got another shock, which made her lose her concentration, when Ben got to the next part of the story. "Wait, wait, wait," she interrupted. "You're telling me you no longer need the omnitrix to transform Benjamin?"

Ben nodded happily, "yeah it's pretty awesome. Check this out!"

Verdona watched, amazed, as he shifted through forms one after the other. First was a Tetramand, followed by Vulpimancer, then Necrofiggian and finally Celestialsapien before he returned to normal. The last one almost made her faint not having known he could become one. What amazed her the most however, was the fact he transformed without reverting to his original human form.

Ben stood before his grandmother, arms wide and smiling "Ta da!" he said a little smugly.

Coming down from her shock, Verdona stared at Ben for a moment. Something tickled at the back of her mind; something she heard when she was a child. She decided to gage the boy a little. "Benjamin... that was quite impressive I must say," she began. Standing, she circled around him seeming to inspect his entire being. "You surprise me grandson. When I last saw you, you didn't even have a hint of the spark and now..." she grinned directly in his face, making him take a nervous step back. "What I felt earlier was quite impressive." Standing to her full height she crossed her arms, turning her grinning visage toward Gwen. "I noticed you were teaching him control and focus. Very good lessons but what was the reason, may I ask?"

Gwen raised an eyebrow, "he needed it quite frankly. I was teaching him combat spells and he blew up a building."

Verdona raised an eyebrow in disbelief. "What spell were you using? A basic combat spell shouldn't destroy a building." Gwen shrugged and held her hand out, palm up. A ball of mana appeared above her hand no bigger than a soft ball. Verdona's lips turned down in a contemplative frown. _"That can't be. Even a battle mage shouldn't be able to destroy a building with that spell."_ "You're certain it was that exact spell Gwendolyn?" she inquired.

Gwen nodded her confirmation, "I'm totally sure. I taught it to him myself. His was just stupidly strong."

The old woman nodded then turned her attention toward Ben. "Has your cousin taught you how to access your mana reserves yet?" Receiving a nod she did so in return. "Very good. That will make this easier then." She paused momentarily to contemplate whether this was a good idea or not. Reaching a decision she nodded then addressed Ben. "Ben, I want you to transform into your Anodite form. Once you do I want you to access your mana and draw on it. I want you to keep drawing on it until I tell you to stop, do you understand?"

Ben gave her a weary look, one shared by Gwen though he couldn't see. "Uh... grandma I don't know if that's such a good idea. Gwen told me I could lose my identity if I draw too much power."

Verdona nodded in understanding. "That is certainly true and it is a danger. However, your cousin and I will be right here and you can pull back if you feel your mind start to slip away; you do know how to do that correct?" Ben just nodded again in answer, "Good then. Let's get to it."

Ben gave Gwen a worried look and walked to a clear spot of forest with the two women watching. Once he was far enough, Gwen leaned into whisper to her grandmother. "I don't think this is a good idea grandma. Ben is really powerful. I don't know how but he's even stronger than me _**and**_ Sunny put together."

That gave the old sorceress pause. "I'm sure you're mistaken. No male has ever been stronger than two females before."

In the clear spot, Ben's skin seemed to slide off to reveal his Anodite form once again. He stood in a beginning Tai Chi stance, hair waving lazily behind his head. As he began to draw on his mana, an aquamarine glow enveloped him. Small at first, it grew the more he drew into himself. He was being careful not to draw too much at once so the pace was slow.

Verdona frowned, crossing her arms across her chest, unsatisfied with the results. "Come on Benjamin, you can do better than that. Draw more into yourself!"

Ben hesitated, giving Gwen a nervous glance. She nodded back to him giving him the silent go ahead. Ben dropped his stance and stood with his arms strait at his sides before opening the floodgates. And just like fully opening a valve, mana pored into him at an increased rate. The glow around him exploded into a corona, causing his hair to stand strait and the women to shield their eyes. Ben felt the power flooding him and marveled. _"What is this?!"_ he wondered silently. The vast amount of energy flowing through him made him feel like he was drinking ambrosia. He smiled widely as he opened himself up to more.

Verdona and Gwen stared in shock at Ben. His aura shone brightly like a star and he began to lift off the ground only to hover ten feet in the air. Verdona for her part was astounded. She was probing his aura to see just how strong he was but there was no need. She could feel it without the sense. "How is this possible. He's surpassed Gwen and is nearly stronger than me," she muttered.

It was then that they heard Ben gleefully shout, "THIS IS AWESOME!" Then his aura exploded again, the pressure knocking both women to the ground. It burned around him angrily like a bonfire, generating a strong wind.

On the ground, Verdona had a look of nervousness on her face while Gwen's was worried. Unseen by the young man, rocks and other debris levitated into the air drawn by the gravitational field generated by the energy. The very air seemed to resonate with the power. _"By the goddess, he's twice as powerful as me now and I fear he can draw more,"_ Verdona thought worriedly. "Benjamin, that's enough!" she commanded.

Ben continued to draw power, arms spread wide to his sides. Tree branches and other foliage began to break loose and gravitate toward him only to be incinerated in the corona of his aura. "I'm fine grandma, this is great! I can go higher!"

 _"He's power drunk. This was indeed not a wise decision."_ Looking to the side Verdona saw the look on her granddaughter's face and immediately shouted at the boy; letting a little of her mana amplify her voice. "BENJAMIN KIRBY TENNYSON! Cease, this instant young man! You're frightening your cousin!"

That brought him out of his power induced stupor. Letting go of the power, he dropped his arms and glanced in Gwen's direction. The debris fell to the ground and the winds ceased as his aura winked out like a birthday candle. The look on her face was almost heartbreaking to see. He felt like an ass knowing he put it there. Floating back to the ground, he changed back into his normal form and almost collapsed, overcome by a wave of dizziness. As it was he was on his hands and knees, shaking like a leaf. "What the hell was that?"

Gwen had moved to his side as soon as he began to fall, knowing it would happen. "You're magically exhausted Ben. You tried to take too much in at once and got overloaded," she informed, one hand on his arm, the other on his back to steady him. "Ben what were you thinking?! You could have burned yourself out, or worse!" she admonished worriedly, giving him a light slap on the back of the head. Unfortunately it was still strong enough to knock him face first into the dirt due to his weakened state.

"Ow," he groaned from the ground.

Gwen rolled her eyes, bending down to help him to his feet. "Oh get up you big baby."

Verdona rolled her eyes at the antics of her two grandchildren. "Don't be so hard on him Gwendolyn. I'm afraid I am partially to blame here. I insisted he do something he wasn't quite ready for."

Both teenagers glanced at the old woman as Ben stood, with Gwen's assistance. "Ugh, I don't want to do that again. I feel like I could die."

Verdona nodded at him, "you very well could have Ben. Give yourself some time and rest, you will recover soon. I also recommend you take a day or two off from using your magic." she advised. She sighed heavily looking contrite. "I do apologize Benjamin. If it's any consolation, I'm quite impressed. You're doing very well if you can draw that much power at this stage. Most would burn out or die if they tried to take even a quarter of that." Seeing the boy smile made her feel vindicated.

Leaning heavily on Gwen, Ben gave her a thumbs up. "Thanks grandma. I do have a question though. Is it always going to be like that?"

Verdona hmm'd in thought for a moment before answering. "I highly doubt it Ben. Granted I've never met anyone as strong as you but you should be fine the more you practice." Seeing the relieved look on his face and the smile Gwen was giving him, she decided to leave them be for the moment. "I'm afraid I must be going for now. Just keep practicing with him Gwendolyn and all will be well."

Both teens nodded and moved to hug their grandmother. While embracing her grandchildren, she discreetly whispered, "I still approve child. Take good care of each other," in Gwen's ear making her blush bright red.

After biding the teens farewell she flew off deep in thought. _"I can't believe the boy is so strong. The council will want to hear about this, though I hope they don't do anything rash. He will not go to Anodyne no matter what they do."_ After flying for a good distance, she had a thought that made her smile widely. _"Oh their children will be so darling. I may have to make a trip back once they are born. Now to see a plumber about an issue,"_ she thought fondly.


	16. When it Rains

Author's notes:

I don't own any of the series I may be borrowing for this story. If I did... things would be different :D Now with that out of the way:

Sorry this chapter took me so long. It wouldn't cooperate and tried to go in quite a few different directions. Had to rewrite it a couple times. I hope it's as good as the others.

Many of you have made some good guesses on who the master is. I will say no, he's not a Sith lord, despite his very Sith like powers. If you look deeper into the Ben 10 universe it will become a little more clear as to what he is. The fact that he and his right hand 'man' lurk in the shadows and wear concealing clothing is a huge clue; as in it's not just for anonymity.

Thank you to everyone who has read/reviewed/favored or followed this story. Please enjoy.

– the Nightmare

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

" _Italicized text"_ or _**"Italicized text"**_ is thought or telepathy

Emphasis on a word will be _**bold and Italicized**_.

 **When it rains...**

Max Tennyson sat on one of the lawn chairs he brought along thinking about the past twenty-four hours. Ben and Gwen had come back from training late last evening, both looking pretty tired, but Ben had looked ready to drop. Gwen had said he was just magically exhausted and would be back to normal in a couple of days. Figuring that was the case he had admonished Ben to take it easy until his strength had recovered, to which he agreed.

Staying true to his word, Ben had foregone any training (Gwen only had to glare at him once when he mentioned wanting to do so anyway) to go fishing with Gwen and himself. They had a good time too returning just two and a half hours ago. After eating dinner the two teens had expressed their desire to go to a nearby carnival. Not having a problem with it he had told them to have fun as they left.

He really didn't know what to think about everything that was happening, hence why he was sitting in a lawn chair staring at the sunset through the trees. After Ben absorbed the omnitrix, and gained all the abilities of the aliens within, he thought it couldn't get any weirder. Then his Anodite heritage awakened, as it had for Gwen. He guess that wasn't all that strange considering everything else and it wasn't all that surprising either.

The reason for his concern was how powerful Ben had become and what that meant for everyone. He was becoming a veritable juggernaut. That had become painfully apparent when he _**accidentally**_ destroyed an abandoned building with little effort. Luckily he had been able to use his credentials as a high ranking plumber to dissuade the government from sending the FBI, DHS, CIA or any other alphabet soup agency to investigate what was going on. He thanked his lucky stars Gwen has been able to train him to control all that latent power.

On the other hand that training had brought them even closer to one another. They may have just gone to a carnival but it might as well be a date. The signs were there, had been for a while too, that they were more than just cousins. When Gwen wouldn't leave his side while he was in a coma it reminded him of when Verdona had fallen ill once. He hadn't left her side either until she was better. He needed more proof but he was more than certain now that there was something there.

Heaving a deep sigh, he pinched the bridge of his nose. "I hope they know what they are getting into." he muttered.

"I think they can handle themselves my old love," a voice called from behind him.

Max smiled fondly, opening his eyes. "It hasn't been that long but I'm happy to see you again," he said rising to embrace his estranged wife. He really did miss this. Often times he wished things hadn't turned out the way they had. He understood however that her nature wouldn't allow her to be tied down for too long. He is still eternally grateful for the time they were able to spend with one another. "What brings you to our humble planet?"

Verdona smiled as they released one another. "I was actually visiting a friend of mine when I felt a strong energy source. Naturally I had to investigate."

"Of course," Max said rolling his eyes. He re-took his seat and gestured for her to do the same. "I assume you found the source."

Doing so, she rolled her eyes as well. "You know I did. I assume you know what I found."

Max nodded that he did indeed. "All too well I'm afraid. Did you happen to speak with our grandson?"

"Our granddaughter as well," she confirmed, nodding her head. "I'm extremely surprised by what he has become Max. If it weren't enough that he no longer needs the Galvan device to transform, his awakened heritage would be enough to give me pause. I'm also quite shocked that he is as powerful as he is."

Max wondered for a moment at that. It took a lot to shock his former wife, he should know. The fact that she admitted it also gave him pause. "Funny that I was thinking about that very thing just now. You know he blew up a building by accident quite recently."

The old sorceress scoffed at that, "a building? The kind of power he demonstrated to me yesterday indicates he could destroy a city quite easily if he wanted to." Seeing her former husband's eyes widen in surprise she folded her hands in wonder. "You didn't know, did you?"

Max shook his head, the perplexed look not leaving his face. "I never had a reason to suspect. They failed to mention anything about that when they returned from training last night. They also didn't mention that you visited," he said with a little disappointment.

Verdona leaned forward and placed a comforting hand on his arm. "Don't think that they tried to hide that from you. They were more than likely in more shock than we are about the turn of events and simply forgot."

Accepting that, Max relaxed a bit. "Ben did look pretty tired when he came back. Still it would have been nice if they would have told me that you were here," he said with a smirk. She smirked in return and leaned back in her chair. "Are you going to give him the same offer you did Gwen when you found out about her Anodite powers?" he asked after a minute of contemplation.

Verdona was silent for another moment, a pensive frown on her face. "I think not," she said in all seriousness. Before Max could retort she continued. "He's too powerful. If I took him to Anodyne, those who weren't frightened by him, would be trying to use him for their own ends."

Max stared back at her perplexed. "Are things that bad on Anodyne that you have to worry about that?"

Verdona stared back incredulously. "Show me a planet in the universe were that's not a concern. Anodyne isn't a utopia Max. We may be free spirits but we aren't perfect, you of all people should know better." Seeing his nod of assent she continued. "In any case there is another factor that would prevent that from happening."

Max quirked an eyebrow in curiosity, "and that would be?"

Verdona smirked knowingly thinking, _"this should be good."_ "Gwendolyn," she stated simply.

"I'm afraid I don't follow," Max said in confusion. "How would Gwen prevent you from offering to take him to Anodyne to train his powers?"

The older woman folded her hands as she began to explain what she had seen. "It's not that she would prevent me from offering so much as I don't need to. Gwen has his training well in hand. If she didn't, Ben's demonstration yesterday would have either incinerated the entire forest or him, possibly both, if he hadn't reigned it in."

Max raised his eyebrows in surprise. "I'm glad she is so capable then. It does beg the question of how he is so strong."

Verdona nodded in understanding. "I think I know how and it has to do with the omnitrix. Did you know that he can turn into a Celestialsapien?" At Max's solemn nod she continued. "That being is as close to a god as one could get, in fact some revere them as such. That's only one of the many sources of energy that became his once the omnitrix merged with his body." The look of realization on his face would have been comical if the situation wasn't so serious. "I don't think I have to tell you how dangerous that could be if it's the truth."

"No you certainly do not," Max said in trepidation. "Is Gwen really up to the task?"

Verdona's answering grin was almost shark like. "I'm more than certain of it and it has to do with the other reason I will not take him to train. You see, while I observed our granddaughter and the male Anodite, who I didn't know was Ben at the time, I was quite pleased with what I noticed."

Max thought he had a pretty good idea what she was talking about. "They are quite close aren't they?"

Verdona's smirk was enough to make him quirk an eyebrow suspiciously. "More than you know. They have a bond Max, and I'm not talking about something so superficial as a friendship between partners on the same team." she said raising a hand to forestall his reply. "What I'm talking about is so much deeper than that. Their aura's, their magic, have almost completely merged. It's something that can happen between Anodites. It isn't common because they have to have absolute faith and trust in each other for it to even be possible."

Max pondered that for a moment. It sounded like his suspicions were being confirmed but he wanted to be sure. "What does that mean for them? Will they be even more friendly toward each other now?"

Verdona rolled her eyes at the stubborn man. "It means love Max. I didn't think I had to explain that to you. In human terms it basically means they are soul mates, even though I think the concept is absurd. On Anodyne it would mean they are married."

Max sighed deep and long, closing his eyes as his suspicions were indeed confirmed. "I thought as much. I've been seeing signs lately that something was growing between them."

"Except it's not a new thing," she contradicted matter of factly. "Their bond is old, very strong too. It's stronger than any I've ever seen before. Those bonds take time to form and even more time to cultivate. My guess is they've been in love for years and are just now expressing it."

"Possibly," Max said with a resigned nod. "Like I said, I thought something might be going on. I've been wondering what to do about it. If they do start a relationship it won't be well received. They are cousins."

"What to do about it? Do nothing," she said shrugging her shoulders.

"I'm afraid that's going to be difficult. When their parents find out it might cause a rift between everyone involved. I'm pretty sure Frank and Natalie, Natalie especially, won't like it one bit." he said worriedly.

"Then the best advice I have for you is to support them. I know how things are on this planet and that really is the best thing you can do for them. As for their parents you could explain that trying to separate them would be bad, even dangerous." she explained.

That got Max's attention. "Dangerous how?"

Verdona sighed heavily, closing her own eyes. "With a bond like theirs... they can't be separated for too long. To do so would affect them physically. That is the drawback to the bond. First, the loss of the magic they now share would become unstable and weaken them, making them vulnerable. They would be more susceptible to illness, depression, bouts of anger. In Ben's case I don't think we want to find out what the latter would be like." Max nodded vigorously when she mentioned anger. "If their auras aren't stabilized by being in contact with each other..." she paused and looked at him seriously. "...they'll eventually die."

Max sighed heavily. "Well that just puts a whole level of difficulty on things. If they were to be separated, how long would it be before it impacts them negatively?"

"It's hard to say," Verdona began. "It would depend on how isolated they were, how much stress they were under and other factors. Make no mistake, some separation would not harm them and it wouldn't affect them immediately in any case. It's prolonged separation with no contact that would be detrimental, especially if it's forced." After giving Max a moment to think on the information she had just given, him she decided to lighten the mood. "Think of the positive though darling..." she said smiling. "Our great grandchildren will be so adorable." she continued almost squeeing.

Max looked as if he had just eaten a lemon. "Let's hope they don't bring that complication up any time too soon." Verdona chuckled but stopped when Max rose out of his chair abruptly. "Wait... Gwen isn't pregnant already is she?" he asked slightly panicked, knowing she could tell just by reading someone's aura.

Verdona smiled reassuringly, "no she's not pregnant. An old woman can dream though can't she?"

Max shook his head in fond exasperation. "I almost forgot how much I missed your dry humor."

The old sorceress laughed, getting up from her seat. "I would love to stay and chat more dear, but I must be off. I'll be sure to stop by some time and see how things are."

"That's just as well. I have to get ready to pick the kids up from their date in a little bit." he said embracing his former wife tenderly. She departed, leaving Max with a lot to think about and a camp ground to disassemble.

* * *

At the carnival, Ben and Gwen walked among the crowd of people after riding the Ferris wheel. It had been a good evening thus far, despite the fact Ben's energy was still not fully recovered. They had gone on a few rides besides the Ferris wheel and played a few games. There were booths and kiosks selling various trinkets, baubles and odd ends. None of it had interested either of them so they mainly ignored them.

The one thing they did that made them laugh was when they visited the fortune teller. Ben saw the tent and couldn't resist daring her to see what their fortune would be. Ever the skeptic, especially being a sorceress herself, Gwen agreed just to see how full of garbage it was. She wasn't disappointed either. The woman had been close on a couple of things she told them but was so far off base on everything else, Gwen knew she wasn't a genuine psychic.

Gwen had a couple of stuffed toys they had won playing games tucked under her left arm. One was an alien looking thing she had won at a ring toss, that she may or may not have used a little mana to assist. The other was a unicorn Ben had won for her at a shooting gallery. She was surprised he was actually a good enough shot to win anything but wasn't going to complain.

As they made their way through the throngs,they snacked on funnel cakes recently purchased by Ben. "You know these are so bad for you but I can't resist how good they taste," Gwen remarked between bites.

Ben smiled in her direction, a few crumbs on his chin making him look a little silly. "Oh I know, but you can't go to a carnival and not eat a funnel cake. It's a rule."

Gwen giggled happily. Her doofus was still a bit of a child at heart and she hoped that wouldn't change soon. "That is so something Lucy would say and she would agree too."

Ben chuckled in reply, "don't I know it." After a moment he noticed Gwen staring at him intently. "What... is there something on my face?" he inquired as they halted by a public restroom.

Gwen nodded slightly as she leaned forward. "Hold still for a sec."

Ben did as she bade and was pleasantly surprised when he felt her lips touch his chin. They lingered for a moment and a shiver went down his spine when he felt her tongue make a slow, lazy pass on the spot. When she pulled away she wore a coy expression that did wonderful things to his body. "Wow... I'll have to make sure I leave food on my face more often if that's how you're going to help me get rid of it." he remarked with a lazy grin.

Gwen smirked to his comment, "Careful Romeo. People might get the idea you're my boyfriend if you do that."

Ben smirked back and pulled her closer with one arm. "That wouldn't be a lie though, now would it?" Leaning in he placed a light kiss on her ear lobe whispering, "you are my girlfriend and more my dweeb."

This made a pleasant shiver run down Gwen's spine and she steadied herself against him lest she collapse. _"If he keeps doing that I'm going to do more than just kiss him when we get back to the rust bucket."_ she thought through a haze, and the images her mind showed of what exactly she wanted to do to him. "As much as I would love to continue this, I have to go to the little girls room before grandpa picks us up."

Ben frowned, pulling his phone from his back pocket. Scowling at the device when he saw the time he reluctantly let her go. "Damn, I didn't realize what time it was. Can I say I don't want to go yet?" he asked sheepishly.

Gwen patted him lightly on the cheek, a wan smile gracing her lips. "I know, me either. It's not like we won't get other chances to go on dates though."

Ben nodded his assent, "I know and we can always sneak off during one of our stops."

Gwen's smile widened and she laced the fingers of one hand with his happily. "That's the spirit. Besides, you get to sleep next to a hot redhead every night until we get home."

Rolling his eyes, Ben huffed in response. "Don't remind me. I don't know what I'm going to do when school starts. I'm comfortable with you next to me," he stated stroking her cheek.

Gwen smiled back tenderly, relishing the gentle touch. "We'll figure something out doofus. Now I really do have to go to the bathroom or we're going to have a mess on our hands." she stated, stepping out of his one armed embrace.

Ben let her go, placing an arm across his forehead dramatically and feigning a pout. "Oh sure, leave me here all by myself. Sure hope I don't get abducted by aliens."

Gwen shook her head ruefully at his antics and turned to use the toilet. "I'm sure a big, strong boy like you can handle himself," she said over her shoulder, smirking playfully.

Ben smiled, shaking his head as he headed over to the side of the building to wait for Gwen. There weren't many people around, most enjoying the rides or other things the carnival offered. Taking out his phone again, he began to play the Sumo Slammers mobile app to pass time. A minute later a man walked toward him and he lowered the phone so he was more aware.

"Excuse me young man. I couldn't help but notice they pretty young lady you are with. Is she your girlfriend?" he inquired as he approached, hands in his pockets.

Ben rose an eyebrow curiously, wondering what he point was. "Yeah she is. Why?"

The man smiled in a friendly manner. "You're a lucky guy then. I was wondering if you wouldn't be interested in purchasing one of the colognes I have at my kiosk. Might make your night better. I have a nice selection of several different kinds that are sure to entice your lady friend. In fact I have a sample right here." he said pulling a bottle from his pocket.

Ben mentally rolled his eyes thinking, _"oh great. Someone trying to sell me something."_ Looking at the guy Ben said, "look man; I don't want to be rude but I don't really need or want any cologne."

The man was persistent however, "aw, I'm sure the little lady would appreciate her man smelling nice once in a while. It could even enhance your chances of getting lucky, if you know what I mean." he said waggling his eyebrows. "Let me give you a small sample to help you with your decision."

Ben was shocked when a jet of liquid hit him directly in the face from the bottle the guy held. It smelled sweet and felt like ice water. He stood for a moment not sure whether to punch the guy into next week or politely tell him to fuck off. "Look man I don't know what yo..." he began to say but felt his face going numb. He also felt dizzy and had to steady himself against the wall of he restroom. He looked up to glare at the supposed salesman but all he could see were blurry shapes and it was hard to think. "What the hell did you do to me?!" he tried to shout but it came out as almost a whisper.

"Did you do it?" Ben heard from behind himself. He tried to turn and see who was behind him but only managed to sink to his knees.

"Yeah, he got a good dose. He should be out shortly." the 'salesman' replied smugly.

"Good. Make sure you watch his vitals, the master will kill us if he dies on the way there." the other man said. Ben was on his hands and knees, trying to move but his limbs wouldn't obey the commands his brain sent. His vision was quickly going dark and he tried to call out but his mouth felt as though it were stuffed with cotton. The last thing he heard before losing consciousness was, "Once he's out, get him to the van. I'll handle the girl."

 _"Gwen, no! Don't you bastards touch her!"_ Ben thought trying to call his mana like Gwen taught him. What he didn't realize was, he was still recovering from magical exhaustion and the drug they dosed him with was shutting down the synapses in his brain. He would have chuckled just before blacking out if he could. He could have sworn he smelled dirt.

"Geezus, that shit we got from the Ukrainians works fast," said the first man, as he bent to gather Ben for transport.

The other man snorted. "No shit, it's one of the strongest DMSO cocktails you can find. Why do you think we have to wear gloves when we handle it?"

The first man rolled his eyes as he dragged Ben further into the shadows and away from the carnival. "Just do your bit so we can get the hell out of here. I hate these things.

* * *

Gwen stood at the sink in the restroom, staring hard at her reflection in the mirror. She had been thinking about the images her mind had conjured quite intently. It was part of the reason for her going in, in the first place. She did have to use the bathroom but that had been a convenient excuse. Her real reason was so she didn't pull Ben into a dark spot and have her way with him.

Her urge to do so anyway was getting more and more difficult to ignore. _"Why must this be so difficult?"_ she thought morosely.

 _ **"I don't see why you have to make it so difficult. You want him, he wants you. Just find a quiet spot somewhere private and get it out of your systems,"**_ libido intoned.

 _"Don't think I haven't thought about doing just that. I want to, I really do. I'm still afraid of what will happen if we do though,"_ she thought back.

 _ **"Why? You know he won't leave you and you know he wants it just as much as you do."**_ Not getting a response libido continued. _**"It can't be you're afraid of getting pregnant either. We both know you want his babies."**_ Gwen blushed deeply with the thought. _**"Also don't forget you have a fool proof spell that will prevent that until you're ready."**_

Gwen thought about it and felt a shiver run through her body at the prospect of her and Ben making love. She grinned as images came to mind again. _"You know, you're right. I think I'm ready to make Ben all mine. Tonight even,"_ she thought with a lewd grin.

 _ **"Whoa there you little slut. I'm not saying you should fuck like rabbits immediately. I'm just saying don't be afraid to take that step,"**_ libido said teasingly.

Gwen gave her reflection a deadpan stare, imagining it was her id. _"Like I actually believe you really thi..."_ the thought was cut off as her chest tightened painfully. In addition she felt slightly weak and had to place a steadying hand on the sink. "What the hell?" she questioned aloud.

 _ **"Gwen, something's wrong!"**_ her id said in almost a panic.

 _"What do you mean 'something's wrong'?"_ she thought in return.

 _ **"I can barely feel Ben's energy, and it's fading!"**_ came the panicked response.

That made Gwen stand strait up and shout, "WHAT?!" Quickly doing an active search for her doofus' energy only made her discover the same thing libido had just reported. Now in a panic herself, Gwen rushed from the restroom, halting only long enough to look around for Ben. Not seeing him only served to raise her concern.

Eyes scanning the crowd, she saw no sign of anyone in distress. Going back to her energy revealed Ben's energy signature somewhere behind the restroom but it was faint. It was also moving strangely enough. At a brisk walk, Gwen cautiously headed in the direction she felt Ben's energy. She noticed the shadows growing as she moved along the side of the restroom. _"Perfect place for an ambush,"_ she thought raising her caution.

Reaching the end, she stopped to listen for any signs of life. Only a second later, an arm snaked around her neck from behind. Training immediately kicking in, she grabbed it before it could lock with the other one. Using her free arm, she thrust her elbow backward hard and heard a satisfying grunt of pain. The arm around her neck loosened slightly and she was able to grab it with both hands. Pivoting on her plant leg she executed a perfect hip toss, putting the man who tried to grab her on his back in front of her... hard.

Seeing the man was stunned, she quickly looked around for more people. Seeing no one, she bound the attacker with energy manacles and a gag, then dragged him fully out of view of the crowd. Cloaked by the shadow of the restroom, she gave him a menacing scowl. "I don't know who you are or what you want but I'm going to ask you some questions. Answer correctly and I might let you go. If not..." In lieu of speaking a threat, she manifested a mana ball in hand and shoved it so close he could feel the heat searing his flesh.

The captured assailant nodded vigorously, nervous sweat beading on his brow. Satisfied, Gwen removed the gag and squatted so she could grab a fist full of his shirt. "Who the hell are you, and why did you attack me?" she began.

Gaining a little confidence the man smirked, "That's two questions little girl. Which do you want the answer to first?"

Gwen's scowl deepened and her fist tightened its grip. "Pick one," she growled.

The man sighed, "fine. I work for a gang, that is being employed by someone who wants me to grab you and take you to them. Satisfied?"

"Hardly," she retorted. "Did taking me also include anyone else?"

The man seemed to think for a moment before smugly saying, "If you mean the brown haired boy wearing a white shirt, yes. We got him already. He came along much easier."

Gwen's eyes narrowed after hearing that they had taken Ben. "Where did you take him?" she demanded.

The man only smirked, "You'll find out soon enough bitch. The master will get you too eventually."

Gwen saw the man's eyes twitch to the side, almost unnoticeable. She quickly stood, spinning in the direction the eyes twitched, hand strait out. Two meters away was another man with a club raised to strike her from behind. Before he could attack, she fired the mana bolt directly into his chest. He flew backward, landing in an unconscious heap, a smoking hole in his shirt.

Gwen spun back around to face the other man, glaring murderously. All pretense of bravado was absent from his face, fear being the dominant emotion. Eyes beginning to glow, she pointed another mana bolt at his chest. "If anything happens to my boyfriend, I will make you all suffer. Now where did you take him?!"

The man was trembling but he was still able to muster enough courage to stare back incredulously. "Boyfriend! Isn't he your cousin? God that's so sick I can't even..."

His rant was cut off by a searing pain in his groin. "That's quite enough out of you," Gwen sneered, yet another mana bolt in hand. "The next words out of your mouth better be where you've taken Ben. Now, WHERE... DID... YOU... TAKE... HIM?!" she shouted, enunciating each word. She had also increased the amount of mana in the bolt, making the skin on his face start to blister from the heat.

The man writhed in pain. He could barely hear the question and all he saw was white. It took ever ounce of will not to throw up. "I... don't exactly... know," he gasped out as he could.

"If you can't tell me then you're not much use to me are you?" Gwen menaced.

The man felt panic begin to rise and began to cough. "No, no. I don't know where they are taking him. I was just supposed to grab you both and load you into a van. They never told me where they were taking you." he revealed after his coughing fit died.

Gwen stood for a moment then let the mana dissipate, deciding he was telling the truth. Huffing in exasperation, she knife handed the man in the neck. He became unconscious immediately. She was deciding what to do when her phone vibrated in her pocket. "What?!" she snapped when she answered.

"Gee, I'm happy to hear you too pumpkin." came Max's voice.

Gwen sighed again, calming slightly. "Sorry grandpa, but we have a situation. Those guys that are after us showed up again. They have Ben." She heard a string of curses she had never heard her grandfather use before and some other things that were probably curses.

After a moment his voice returned. "Are you ok Gwen? They didn't hurt you did they?"

Gwen shook her head even though he couldn't see it. "No I'm fine. I'm really pissed off but I'm fine. I have a couple of the assholes knocked out here but they don't seem to know where Ben was taken."

Max sighed a little worriedly. He had never heard Gwen swear like that, even mildly. He wondered if the effect on their bond was to blame. "At least you're OK," he said back to her. "I'm on my way to pick you up now. We'll figure out how to get Ben back when I get there. Can you tell me where exactly you are?"

She told him and they loaded the assailants into the rust bucket after arriving. As Max drove to a secluded place to interrogate them, he glanced worriedly at Gwen. He expected her to be worried. She just sat in the passenger seat with a look of cold fury on her face. He had never seen his granddaughter like this and it worried him. "Don't worry pumpkin, we'll find Ben soon."

Gwen didn't say anything for a while, only staring out the window at nothing. She couldn't think of anything other than getting her doofus back. "Grandpa... what if we just go find him?"

Max thought about it for a moment then sighed. "Gwen, honey, I know you're worried for him but we can't just go off without knowing more. I could get information from a deaf mute so those jokers won't be a problem," he finished with a reassuring smile in her direction.

"We don't need them to tell us where he is though. I could just follow his energy. It wouldn't take long either and we could..."

"That's enough Gwendolyn," Max cut her off sternly. Seeing the look of betrayal on her face he elaborated. "Believe me Gwen, I want to find Ben just as much as you do. We can't let emotion cloud our judgment though. It won't do Ben, or us, any good if we don't know who we're up against, how many there are, how well he's being guarded and a hundred other things." She seemed to be considering what he was saying so he decided to continue. "You know Ben and so do I. Do you think he would want you go in recklessly and get yourself hurt or worse? I wouldn't if I were in that situation."

Gwen continued to sit in silence as she considered what was being said. Eventually she sighed and nodded reluctantly. "You're right grandpa. I don't like it and want to find Ben as soon as possible, but he wouldn't want us to go in blind." Max smiled in her direction and she returned it with fierce determination. "Make no mistake though..." she said darkly. "...I _**will**_ make them pay for this."

Max didn't know whether to be relieved she was willing to listen, or worried about the fire that seemed to be lit inside her.

Gwen returned her gaze out the windshield, a dark scowl marring her beautiful visage. _"Don't you dare die on me doofus, I'm coming for you. And_ _ **hell**_ _is coming with me."_


End file.
